Common use of Redemption Notice Clause in Contracts

Redemption Notice. In connection with any redemption of Securities pursuant to this Article 7, the Redemption Notice shall specify the Securities to be redeemed and shall state: (a) the Redemption Date; (b) the Redemption Price; (c) the Applicable Conversion Rate; (d) the name and address of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (h) the aggregate principal amount of Securities to be redeemed; and (i) if any Security is to be redeemed in part only, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given by the Company or, at the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7.

Redemption Notice. In connection with any redemption of Securities the event the Company shall elect to redeem Preferred Units pursuant to the terms of Paragraph 4A(1), (2), or (3) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption date, to each Holder of Preferred Units. Each notice shall state: (a) that such notice is being given by the Company in accordance with Paragraph 4A of this Article 7Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) (b) the Redemption Notice shall specify date fixed for redemption (which date may be described by reference to the Securities date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units to be redeemed and shall state: (a) the Redemption Date; (b) the Redemption Price; (c) the Applicable Conversion Rate; number of Preferred Units of such Holder to be redeemed, (d) the name and address of the Paying Agent and Conversion Agent; redemption price, (e) that Securities called for such redemption may will be converted at any time before the Close of Business funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Payoff Transaction”) or cash on the Business Day immediately preceding the Redemption Date; hand, and (f) that Holders who want the Company’s obligation to convert Securities must satisfy redeem will be irrevocable subject only to consummation of the requirements set forth therein Payoff Transaction. Upon giving any such notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall keep each Holder of Preferred Units reasonably and in this Indenture, including the limitations on conversion set forth in Section 6.17; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (h) the aggregate principal amount timely informed of Securities to be redeemed; and (i) if any Security is to be redeemed in part only, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given by the Company or, at the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text deferral of the Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with the provisions closing of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securitiesa Payoff Transaction, (ii) file the related Schedule TO (or any successor scheduledate on which such Payoff Transaction and the redemption are expected to occur, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as any determination by the Company that efforts to permit effect such Payoff Transaction have ceased or been abandoned (in which case the rights and obligations under redemption notice given pursuant to this Article 7 to Paragraph 4A(5) in respect of such proposed redemption shall be exercised in the time and in the manner specified in this Article 7deemed rescinded).

Redemption Notice. In connection with respect of any redemption Optional Redemption of Securities pursuant any Series or Class of Notes to this Article 7be made out of amounts available for such purposes, the Indenture Trustee will give a Redemption Notice shall specify to each Noteholder of the Securities Notes to be redeemed and to each Hedge Provider and Liquidity Facility Provider, provided that the Indenture Trustee shall state: have been notified in writing by the Issuer or the Administrator in advance of giving any such Redemption Notice whether funds are or will, on the applicable Redemption Date, be available for such Optional Redemption. Such Redemption Notice must be given at least ten (a10) days but not more than sixty (60) days before such Redemption Date. Each Redemption Notice must state (i) the applicable Redemption Date, (ii) the Notes being redeemed (which may be some or all of a Series or Class, as permitted by Section 3.12 and any applicable Series Supplement) and, if applicable, the portion of the Outstanding Principal Balance of such Notes that is to be redeemed (and in respect thereof, the Redemption Price (less an amount equal to any portion thereof payable to the applicable Hedge Provider) will be distributed to the Noteholders of the applicable Notes pro rata in the same manner as partial repayments of principal on the Notes made pursuant to the Flow of Funds and the Indenture Trustee’s notice shall contain information to that effect), (iii) the Indenture Trustee’s arrangements for making payments due on the Redemption Date, (iv) the Redemption Date; (b) the Redemption Price; (c) the Applicable Conversion Rate; (d) the name and address Price of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may Notes to be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indentureredeemed, including a description of the limitations on conversion set forth in Section 6.17; portion thereof, if applicable, that is payable to the applicable Hedge Provider, (gv) for an Optional Redemption of an entire Class or Series of Notes or of all Outstanding Notes, that Securities called for redemption the Notes to be redeemed must be surrendered (which action may be taken by any Noteholder of the Notes or its authorized agent) to the Paying Agent for cancellation Indenture Trustee to collect the Redemption Price; Price on such Notes (h) the aggregate principal amount of Securities to be redeemed; and (i) if any Security is to be redeemed in part only, upon surrender of such Security, a new Security or Securities in principal less an amount equal to the unredeemed any portion thereof will be issued. A Redemption Notice may be given by payable to the Company orapplicable Hedge Provider), at and (vi) that, unless the Company’s request, the Trustee shall give such Redemption Notice Issuer defaults in the Company’s name and at the Company’s expense; provided that the text payment of the Redemption Notice shall be prepared by Price, if any, interest on the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time portion of the purchase Outstanding Principal Balance of the Securities, (ii) file Notes called for redemption will cease to accrue on and after the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7Redemption Date.

Redemption Notice. In connection with To call any redemption of Securities pursuant to this Article 7Notes for Redemption, the Issuer must (i) deliver to each Holder of such Notes, the Trustee and the Paying Agent a written notice of such Redemption (a “Redemption Notice”); and (ii) substantially contemporaneously therewith, either (x) issue a press release through such national newswire service as the Issuer then uses; (y) publish the same through such other widely disseminated public medium as the Issuer then uses, including its website; or (z) file or furnish a Form 8-K (or any successor form) with the SEC, in each case of clauses (x), (y) and (z), containing the information set forth in the Redemption Notice. Such Redemption Notice shall specify the Securities to be redeemed and shall must state: (ai) that such Notes have been called for Redemption, briefly describing the Issuer’s Redemption right under this Indenture; (ii) the Redemption DateDate for such Redemption; (biii) the Redemption PricePrice per $1,000 principal amount of Notes for such Redemption (and, if the Redemption Date is after a Regular Record Date and on or before the next Interest Payment Date, the amount, manner and timing of the interest payment payable pursuant to the proviso to Section 4.03(F)); (c) the Applicable Conversion Rate; (div) the name and address of the Paying Agent and Conversion Agent; (ev) that Securities called for redemption may be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date[Reserved]; (fvi) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17[Reserved]; (gvii) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (h) the aggregate principal amount of Securities to be redeemed[Reserved]; and (iviii) the CUSIP and ISIN numbers, if any Security is to be redeemed in part onlyany, upon surrender of the Notes. On or before the Redemption Notice Date, the Issuer will deliver a copy of such Security, a new Security or Securities in principal amount equal Redemption Notice to the unredeemed portion thereof will be issuedTrustee and the Paying Agent. A Redemption Notice At the Issuer’s request, given in an Officer’s Certificate delivered to the Trustee at least five (5) days prior to the requested date of delivery (or such shorter period of time as may be given by acceptable to the Company or, at the Company’s requestTrustee), the Trustee shall give such Redemption Notice notice in the CompanyIssuer’s name and at the Company’s expensename; provided provided, however that in all cases, the text of the such Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7Issuer.

Redemption Notice. In connection with respect of any redemption Optional Redemption of Securities pursuant any Series or Class of Notes to this Article 7be made out of amounts available for such purposes, the Indenture Trustee will give a Redemption Notice shall specify to each Holder of the Securities Notes to be redeemed and to each Hedge Provider and Liquidity Facility Provider, provided that the Indenture Trustee shall state: have been notified in writing by the Issuer or the Administrator in advance of giving any such Redemption Notice whether funds are or will, on the applicable Redemption Date, be available for such Optional Redemption. Such Redemption Notice must be given at least ten (a10) days but not more than sixty (60) days before such Redemption Date. Each Redemption Notice must state (i) the applicable Redemption Date, (ii) the Notes being redeemed (which may be some or all of a Series or Class, as permitted by Section 3.12 and any applicable Series Supplement) and, if applicable, the portion of the Outstanding Principal Balance of such Notes that is to be redeemed (and in respect thereof, the Redemption Price (less an amount equal to any portion thereof payable to the applicable Hedge Provider) will be distributed to the Holders of the applicable Notes pro rata in the same manner as partial repayments of principal on the Notes made pursuant to the Flow of Funds and the Indenture Trustee’s notice shall contain information to that effect), (iii) the Indenture Trustee’s arrangements for making payments due on the Redemption Date, (iv) the Redemption Date; (b) the Redemption Price; (c) the Applicable Conversion Rate; (d) the name and address Price of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may Notes to be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indentureredeemed, including a description of the limitations on conversion set forth in Section 6.17; portion thereof, if applicable, that is payable to the applicable Hedge Provider, (gv) for an Optional Redemption of an entire Class or Series of Notes or of all Outstanding Notes, that Securities called for redemption the Notes to be redeemed must be surrendered (which action may be taken by any Holder of the Notes or its authorized agent) to the Paying Agent for cancellation Indenture Trustee to collect the Redemption Price; Price on such Notes (h) the aggregate principal amount of Securities to be redeemed; and (i) if any Security is to be redeemed in part only, upon surrender of such Security, a new Security or Securities in principal less an amount equal to the unredeemed any portion thereof will be issued. A Redemption Notice may be given by payable to the Company orapplicable Hedge Provider), at and (vi) that, unless the Company’s request, the Trustee shall give such Redemption Notice Issuer defaults in the Company’s name and at the Company’s expense; provided that the text payment of the Redemption Notice shall be prepared by Price, if any, interest on the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time portion of the purchase Outstanding Principal Balance of the Securities, (ii) file Notes called for redemption will cease to accrue on and after the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7Redemption Date.

Redemption Notice. In connection with any redemption of Securities pursuant to this Article 7, If the Series A-1 Redemption Notice shall specify have been given, from and after the Securities Series A-1 Redemption Date, unless the Partnership defaults in providing or securing funds sufficient for such redemption at the time and place specified for payment pursuant to the Series A-1 Redemption Notice, all Series A-1 Distributions on such Series A-1 Preferred Units to be redeemed shall cease and all rights of holders of such Series A-1 Preferred Units with respect to such Series A-1 Preferred Units shall state: (a) cease, except the right to receive the Series A-1 Redemption Price, including any amount equal to declared and unpaid distributions to the Series A-1 Redemption Date; (b) , and such Series A-1 Preferred Units shall not thereafter be transferred on the Redemption Price; (c) the Applicable Conversion Rate; (d) the name and address books of the Paying Series A-1 Transfer Agent and Conversion Agent; or the Partnership, as the case may be, or be deemed to be outstanding for any purpose whatsoever. The Partnership shall be entitled to receive from the Series A-1 Transfer Agent the interest income, if any, earned on such funds deposited with the Series A-1 Transfer Agent (e) that Securities called for redemption may be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation extent that such interest income is not required to collect pay the Series A-1 Redemption Price; (h) Price of the aggregate principal amount of Securities Series A-1 Preferred Units to be redeemed; and (i) if ), and the holders of any Security is Series A-1 Preferred Units so redeemed shall have no claim to be redeemed in part only, upon surrender of any such Security, a new Security or Securities in principal amount equal to interest income. Any funds deposited with the unredeemed portion thereof will be issued. A Redemption Notice may be given Series A-1 Transfer Agent hereunder by the Company orPartnership for any reason, at including redemption of Series A-1 Preferred Units, that remain unclaimed or unpaid after two years after the Company’s requestapplicable Series A-1 Redemption Date or other payment date, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company willbe, to the extent requiredpermitted by law, (i) comply repaid to the Partnership upon its written request, after which repayment the Series A-1 Holders entitled to such redemption or other payment shall have recourse only to the Partnership. Notwithstanding any Series A-1 Redemption Notice, there shall be no redemption of any Series A-1 Preferred Units called for redemption until funds sufficient to pay the full Series A-1 Redemption Price of such Series A-1 Preferred Units shall have been deposited by the Partnership with the provisions of Rule 13e-4Series A-1 Transfer Agent or, Rule 14e-1 (or any successor provision) and any other tender offer rules under if the Exchange Act that may be applicable at General Partner is acting in the time capacity of the purchase of the SecuritiesSeries A-1 Transfer Agent, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer secured by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7General Partner for such purposes.

Redemption Notice. In connection Except as stated in Section 211 with respect to notices to DTC, at least thirty (30) days before the redemption date of any redemption of Securities pursuant to this Article 7Bonds, the Redemption Notice Trustee shall specify cause a notice of any such redemption, either in whole or in part, signed by the Securities Trustee to be mailed, first-class, postage prepaid, to all Bondholders whose Bonds are to be redeemed and to the Letter of Credit Issuer. Each such notice shall state: set forth: (a) the Redemption Date; date fixed for redemption; (b) the Redemption Price; redemption price to be paid; (c) the Applicable Conversion Rate; (d) the name and address if fewer than all of the Paying Agent and Conversion Agent; (e) that Securities Bonds then outstanding shall be called for redemption may redemption, the distinctive numbers and letters, if any, of such Bonds to be converted at any time before redeemed and, in the Close case of Business on Bonds to be redeemed in part only, the Business Day immediately preceding portion of the Redemption Date; (f) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (h) the aggregate principal amount of Securities thereof to be redeemed; and (id) if that on the date fixed for redemption, such redemption price will become due and payable upon each Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue on and after said redemption date, (e) the place where such Bonds or portions thereof called for redemption are to be surrendered for payment of such redemption price; and (f) such other information as may be required to comply with the requirements of Securities Exchange Act of 1934 Release No. 34-23856, dated December three (3), nineteen hundred eighty-six (1986) (the "Redemption Release"). In addition, the Trustee shall cause a copy of the above notice of redemption to be sent to the persons specified in Sections B and D of the Redemption Release at least two (2) business days before notice is given in accordance with the preceding sentence. In case any Security Bond is to be redeemed in part only, the notice of redemption which relates to such Bond shall state also that on or after the redemption date, upon surrender of such SecurityBond, a new Security Bond or Securities Bonds of the same maturity and series, bearing interest at the same rate and in a principal amount equal to the unredeemed portion thereof of such Bond, will be issued. A Redemption Notice may be given by Failure to comply with the Company or, at the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text requirements of the Redemption Notice Release shall be prepared by not affect the Company. In connection with validity of the proceedings for the redemption of any redemption pursuant Bonds, and failure to this Article 7, the Company will, mail such notice to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (any Holder or any successor provision) and defect in any notice so mailed shall not affect the validity of the proceedings for the redemption of the Bonds of any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7Holders.

Redemption Notice. In connection with any redemption of Securities pursuant to this Article 7, the Redemption Notice shall specify the Securities to be redeemed and shall state: (a) the Redemption Date; (b) the Redemption Price; (c) the Applicable Conversion Rate; (d) the name and address of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.176.16; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (h) the aggregate principal amount of Securities to be redeemed; and (i) if any Security is to be redeemed in part only, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given by the Company or, at the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7.

Redemption Notice. The Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In connection with any redemption of Securities pursuant case, failure to this Article 7, give such Redemption Notice by mail or any defect in the Redemption Notice to the Holder of any Note designated for redemption as a whole or in part shall specify not affect the Securities validity of the proceedings for the redemption of any other Note. (a) Each Redemption Notice shall be given to be redeemed each Holder of Notes and shall state: (ai) the Redemption DateDate (which must be a Business Day); (bii) the Redemption Price; (ciii) in the Applicable Conversion Ratecase of a partial redemption, which Notes have been called for redemption; (div) that on the name Redemption Date, the Redemption Price will become due and address of payable upon each such Note, and that interest thereon, if any, shall cease to accrue on and after the Paying Agent and Conversion AgentRedemption Date; (ev) the place or places where such Notes are to be surrendered for payment of the Redemption Price; (vi) that Securities called Holders may surrender their Notes for redemption may be converted conversion at any time before prior to the Close of Business on the second Business Day immediately preceding the Redemption Date; (fvii) that Holders who want the Settlement Method, Specified Dollar Amount (if applicable) and Observation Period which will apply to convert Securities must satisfy all conversions after the requirements set forth therein Company issues such Redemption Notice and in this Indenture, including on or prior to the limitations on conversion set forth in Section 6.17second Business Day immediately preceding the Redemption Date; (gviii) that Securities called for redemption the procedures a converting Holder must be surrendered follow to the Paying Agent for cancellation to collect the Redemption Priceconvert its Notes; (hix) the aggregate principal amount Conversion Rate and, if applicable, the number of Securities to be redeemedAdditional Shares under Section 4.06; and (ix) the CUSIP, ISIN or other similar numbers, if any Security is any, assigned to be redeemed in part only, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. Notes. (b) A Redemption Notice may shall be given by the Company or, at the Company’s request, by the Trustee shall give such Redemption Notice in the Company’s name and at the expense of the Company’s expense; provided that the text Company shall have delivered to the Trustee, at least five (5) Business Days before the Redemption Notice is required to be given (or such shorter period agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and attaching the form of Redemption Notice and including the information to be stated in such notice. (c) A Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7irrevocable.

Redemption Notice. In (i) Subject to the provisions set forth in this Section 11.01, each Member (other than the Corporation) shall be entitled to cause the Company to redeem (a “Redemption”) its Common Units (the “Redemption Right”) at any time beginning on the earlier of (A) 180 days after the Effective Time or (B) if such Member has entered into a contractual lock-up agreement with the underwriters in connection with the IPO and relating to the shares of the Corporation that may be applicable to such Member, the date such lock-up agreement has been waived or terminated as it applies to such Member; provided, however, that the Original Members shall be entitled to effect a Redemption pursuant to the IPO Common Unit Redemption Agreement of a number of their Common Units equal to the number of shares of Class A Common Stock needed by the Original Members to fulfill their obligations to sell shares of Class A Common Stock to the underwriters pursuant to the Underwriting Agreement, including in connection with any redemption exercise by the underwriters of Securities pursuant the Over-Allotment Option. A Member desiring to this Article 7, exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the Securities number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to be redeemed have the Company redeem and shall state: a date (aunless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Date; (b) the Redemption Price; (c) the Applicable Conversion Rate; (d) the name and address of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may Right shall be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy completed, which complies with the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; 11.01(a)(ii) (gthe “Redemption Date”); provided that (x) that Securities called for redemption if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be surrendered to a date that satisfies the Paying Agent for cancellation to collect conditions of Section 11.01(a)(ii), and (y) the Company, the Corporation and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Price; (h) the aggregate principal amount Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of Securities to be redeemedthem; and (i) if any Security is to be redeemed in part only, upon surrender of such Security, provided further that a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given by conditioned on the Company or, at the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text closing of an underwritten distribution of the Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with the provisions shares of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act Class A Common Stock that may be applicable at issued in connection with such proposed Redemption. Unless the time Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the purchase Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (B) the SecuritiesCompany shall (x) cancel the Redeemed Units, (y) transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), and (z), if the Units are certificated, issue to the Redeeming Member a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to clause (B) of this Section 11.01(a)(i) and the Redeemed Units. (ii) file Except as provided in Section 11.01(f), any Redemption Date that occurs in a Restricted Taxable Year must be a Quarterly Redemption Date not less than sixty (60) days after delivery of the related Schedule TO applicable Redemption Notice. Except as provided in Section 11.01(f), any Redemption Date that occurs in a year that is not a Restricted Taxable Year must be not less than seven (or any successor schedule, form or report7) or any other schedule required in connection with any offer by Business Days nor more than ten (10) Business Days after delivery of the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7applicable Redemption Notice.

Redemption Notice. In Subject to the provisions set forth in this Section 11.01, each Member (other than the Corporation) shall be entitled to cause the Company to redeem (a “Redemption”) its Common Units (the “Redemption Right”) at any time beginning on the earlier of (i) 180 days after the Effective Time or (ii) if such Member has entered into a contractual lock-up agreement with the underwriters in connection with any redemption the IPO relating to the shares of Securities pursuant to this Article 7the Corporation owned by such Member, the date such lock-up agreement has been waived or terminated as it applies to such Member. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Corporation. The Redemption Notice shall specify the Securities number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to be redeemed have the Company redeem and shall state: a date, not less than seven (a7) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods), on which exercise of the Redemption Right shall be completed (the “Redemption Date; (b) ”); provided that the Company, the Corporation and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Price; (c) the Applicable Conversion Rate; (d) the name and address Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of the Paying Agent and Conversion Agent; (e) them; provided further that Securities called for redemption may be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (h) the aggregate principal amount of Securities to be redeemed; and (i) if any Security is to be redeemed in part only, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given by conditioned on (x) the Company or, at Redeeming Member having entered into a valid and binding agreement with a third party for the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text sale of the Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with the provisions shares of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act Class A Common Stock that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required issued in connection with any offer such proposed Redemption (whether in a tender or exchange offer, private sale or otherwise) and such agreement is subject to customary closing conditions for agreements of this kind and the delivery of the Class A Common Stock by the Company Redeeming Member to purchase such third party, (y) the Securities under closing of an announced merger, consolidation or other transaction in which the Exchange Act shares of Class A Common Stock that may be issued in connection with such proposed Redemption would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property and/or (z) the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date): (A) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (iiiB) otherwise comply with all federal the Company shall (x) cancel the Redeemed Units, (y) transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), and state securities laws so as (z) if the Units are certificated, issue to permit the rights Redeeming Member a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to clause (A) of this Section 11.01(a) and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7Redeemed Units.

Redemption Notice. (a) In connection with any case the Company exercises its right to redeem the Securities, in whole or in part, in accordance with, and subject to the conditions set forth in, Section 6.01(a), it shall fix a Business Day as the date for redemption (each, a “Redemption Date”). At least 40 days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption (a “Redemption Notice”) by first-class mail, postage prepaid, to the Trustee, the Paying Agent and each Holder of Securities pursuant to this Article 7, the be redeemed. (b) The Redemption Notice shall specify the Securities to be redeemed and shall state: (ai) the Redemption Date; (bii) the Redemption Price; (ciii) the Applicable then-current Conversion Rate; (div) the name and address of the Paying Agent and Conversion Agent; (ev) subject to Section 8.02(d), that Securities called for redemption may be converted at any time before the Close close of Business business on the Business Day immediately preceding the Redemption DateDate (at which time the right to convert such Securities will expire unless another condition for conversion shall be satisfied under this Indenture); (fvi) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in including, without limitation, compliance with Section 6.178.02(d); (gvii) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (hviii) if fewer than all the aggregate principal amount Outstanding Securities are to be redeemed, the certificate numbers (if such Securities are Physical Securities) and Principal Amounts of the particular Securities to be redeemed; (ix) that, unless the Company defaults in making payment of such Redemption Price, interest will cease to accrue on and after the Redemption Date; and (ix) if any Security the CUSIP number of the Securities. At the Company’s written request delivered at least 30 days prior to the date such notice is to be redeemed in part only, upon surrender of such Security, given (unless a new Security or Securities in principal amount equal shorter time period shall be acceptable to the unredeemed portion thereof will be issued. A Redemption Notice may be given by the Company or, at the Company’s requestTrustee), the Trustee shall give such the Redemption Notice to each Holder of Securities to be redeemed in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7.

Redemption Notice. In connection with any redemption of Securities pursuant to this Article 7Section 7.01, the Redemption Notice shall specify the Securities to be redeemed and shall state: (a) the Redemption Date; (b) the Redemption Price; (c) the Applicable Conversion Rate; (d) the name and address of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may be converted at any time before the Close Closing of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (h) the aggregate principal amount of Securities to be redeemed; and (i) if any Security is to be redeemed in part only, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given by the Company or, at the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7Section 7.01, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 Section 7.01 to be exercised in the time and in the manner specified in this Article 7Section 7.01.

Redemption Notice. (a) In connection with case the Corporation exercises its Optional Redemption right to redeem all or, as the case may be, any redemption part of Securities the Series B Convertible Preferred Stock pursuant to this Article 7Section 10.1, it shall fix a date for redemption (each, a “Redemption Date”) and it shall deliver a notice of such Optional Redemption (a “Redemption Notice”) not less than 10 nor more than 60 Business Days prior to the Redemption Date to each applicable Holder (including notice to or through DTC, if applicable). The Redemption Date must be a Business Day. (b) Each Redemption Notice shall specify the Securities to be redeemed and shall state: (ai) the time and place of redemption and the applicable Redemption Date; Price for the Series B Convertible Preferred Stock (bor the method of determination therefor), (ii) the Holder’s Conversion Rights pursuant to Section 7 hereof, (iii) the calculation of the Redemption Price; , (civ) the Applicable Conversion Rate; (d) the name and address proportion of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (h) the aggregate principal amount of Securities Price to be redeemed; and paid in cash and the proportion to be paid in shares of Common Stock and (iiv) if any Security in case the Series B Convertible Preferred Stock is to be redeemed in part only, upon surrender the number of such Securityshares of Series B Convertible Preferred Stock to be redeemed, a new Security or Securities and shall be delivered to each Holder in principal amount equal to the unredeemed portion thereof will be issued. accordance with Section 12. (c) A Redemption Notice may be given by the Company or, at the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared irrevocable. (d) If fewer than all of the outstanding shares of Series B Convertible Preferred Stock are to be redeemed pursuant to Section 10.1, the Transfer Agent shall select the shares of Series B Convertible Preferred Stock to be redeemed (which such number shall be a whole number) by lot, on a pro rata basis or by another method the Transfer Agent considers to be fair and appropriate (or as required by the Companyprocedures of DTC, if applicable). In connection with If any Series B Convertible Preferred Stock selected for partial redemption pursuant to this Article 7is submitted for conversion in part after such selection, the Company will, to the extent required, shares of Series B Convertible Preferred Stock submitted for conversion shall be deemed (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that so far as may be applicable at the time of the purchase of the Securities, (iipossible) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7portion selected for redemption.

Redemption Notice. In connection with any redemption of Securities pursuant to this Article 7, (1) MDC may exercise the Redemption Notice shall specify Right in respect of any Exchangeable Securities upon, in the case of the Unit Redemption, 10 days' notice, or, in the case of the Cash Redemption, not more than 60 days' and not less than 30 days' notice to the relevant Holders of the Exchangeable Securities to be redeemed and (either case being the "Redemption Notice") by personal delivery or by facsimile transmission, a copy of such Redemption Notice to be provided to the Trustee concurrently with its provision to the relevant Holders. The Redemption Notice shall statealso be given to "intermediaries" as such term is defined in National Instrument 54-101 of the Canadian Securities Administrators as soon as practicable. (2) The Redemption Notice shall state substantially as follows: (a) whether Holders are entitled to exercise their Exchange Right prior to the Redemption Date; (b) the that MDC's Redemption PriceRight has been exercised; (c) the Applicable Conversion Raterecord date for determining the Holders who shall receive proceeds of redemption which shall be not more than three Business Days before the Redemption Date; (d) the name and address total principal amount of Exchangeable Securities in respect of which the Paying Agent and Conversion AgentRedemption Right is being exercised (which shall be the total principal amount of Exchangeable Securities then outstanding); (e) that Securities called for redemption may whether the Redemption Price is to be converted at any time before satisfied by delivery of the Close Fund Unit Payment or by payment of Business on the Business Day immediately preceding Fund Cash Payment; (f) the relevant Redemption Date; (f) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; (g) that that, except as provided in Subsection 6.1(2), the Exchangeable Securities called for redemption must be surrendered cease to the Paying Agent for cancellation to collect accrue interest as of the Redemption PriceDate, in the case of a Cash Redemption, and shall cease to accrue interest as of the last day of the month preceding the Redemption Date, in the case of a Unit Redemption; (h) that upon presentation and surrender of the aggregate principal amount Exchangeable Securities, if any, the Holders will obtain payment as specified in Subsection 6.2(2)(e) in respect of Exchangeable Securities for which such Holders have not theretofore exercised the Exchange Right and that such payment will be delivered to the Holder; (i) that all applicable withholding taxes will be redeemedwithheld from payments made or property delivered in connection with the redemption or any exchange and the manner in which such taxes will be calculated; and (ij) if any Security is to be redeemed in part only, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given by the Company or, at the Company’s request, other matters MDC and the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7deem appropriate.

Redemption Notice. In connection (i) Subject to the provisions set forth in this Section 11.01, each Member (other than the Corporation) shall be entitled to cause the Company to redeem (a “Redemption”) its Common Units (the “Redemption Right”) at any time beginning on the date of the closing of the IPO. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with any redemption of Securities pursuant a copy to this Article 7, the Corporation. The Redemption Notice shall specify the Securities number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to be redeemed have the Company redeem and shall state: a date (aunless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Date; (b) the Redemption Price; (c) the Applicable Conversion Rate; (d) the name and address of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may Right shall be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy completed, which complies with the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; 11.01(a)(ii) (gthe “Redemption Date”); provided that (x) that Securities called for redemption the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be surrendered to a date that satisfies the Paying Agent for cancellation to collect conditions of Section 11.01(a)(ii), and (y) the Company, the Corporation and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Price; (h) the aggregate principal amount Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of Securities to be redeemedthem; and (i) if any Security is to be redeemed in part only, upon surrender of such Security, provided further that a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given by conditioned on the Company or, at the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text closing of an underwritten distribution of the Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with the provisions shares of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act Class A Common Stock that may be applicable at issued in connection with such proposed Redemption. Unless the time Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the purchase Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (B) the SecuritiesCompany shall (x) cancel the Redeemed Units, (y) transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), and (z), if the Units are certificated, issue to the Redeeming Member a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to clause (B) of this Section 11.01(a)(i) and the Redeemed Units. (ii) file Any Redemption Date that occurs in a Restricted Taxable Year must be a Quarterly Redemption Date not less than sixty (60) days after delivery of the related Schedule TO applicable Redemption Notice. Any Redemption Date that occurs in a year that is not a Restricted Taxable Year must be not less than seven (or any successor schedule, form or report7) or any other schedule required in connection with any offer by Business Days nor more than ten (10) Business Days after delivery of the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7applicable Redemption Notice.

Redemption Notice. In (i) Subject to the provisions set forth in this Section 11.01, each Member holding Common Units (other than the PC Corp) shall be entitled to cause the Company to redeem (a “Common Unit Redemption”) its Common Units unless such Member has entered into a contractual lock-up agreement in connection with any redemption the Public Listing and relating to the shares of Securities pursuant Pubco that may be applicable to this Article 7such Member, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Member. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Manager and to PC Corp. The Redemption Notice shall specify the Securities number of Common Units (the “Redeemed Units”), that the Redeeming Member intends to be redeemed have the Company redeem and shall state: a date (aunless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Date; (b) the Redemption Price; (c) the Applicable Conversion Rate; (d) the name and address of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may Right shall be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy completed, which complies with the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; 11.01(a)(ii) (gthe “Redemption Date”); provided that (x) that Securities called for redemption if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be surrendered a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager, PC Corp and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the Paying Agent for cancellation to collect close of business on the Redemption Price; Date) (hA) the aggregate principal amount Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of Securities all liens and encumbrances, and (B) the Company shall transfer to be redeemed; and (i) the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), provided that, if any Security is such Units are certificated, the Company shall issue to be redeemed in part only, upon surrender the Redeeming Member a certificate for a number of such Security, a new Security or Securities in principal amount Common Units equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given difference (if any) between the number of Common Units evidenced by the Company or, at the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared certificate surrendered by the Company. In connection with any redemption Redeeming Member pursuant to clause (B) of this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provisionSection 11.01(a)(i) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, Redeemed Units. (ii) file Any Redemption Date that occurs in a Restricted Taxable Year must be a Quarterly Redemption Date not less than sixty (60) days after delivery of the related Schedule TO applicable Redemption Notice. Any Redemption Date that occurs in a year that is not a Restricted Taxable Year must be not less than seven (or any successor schedule, form or report7) or any other schedule required in connection with any offer by Business Days nor more than ten (10) Business Days after delivery of the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7applicable Redemption Notice.

Redemption Notice. In connection with any 3.2.1 Subject to Section 3.5, at least 30 days but not more than 60 days before a Redemption Date, the Company shall mail or cause to be mailed a notice of redemption to each Holder of Securities pursuant (and to this Article 7, beneficial owners as required by applicable law) and to the Trustee to be redeemed at such Holder’s address as it appears on the Registrar’s books (the “Redemption Notice”). 3.2.2 The Redemption Notice shall specify identify the Securities (including CUSIP numbers) to be redeemed and shall state: (a) the Redemption Date; (b) the Redemption Price; (c) the Applicable then effective Conversion Rate; (d) the name and address of the Paying Agent and Conversion AgentTrustee; (e) that Securities called for redemption may must be converted presented and surrendered to the Trustee to collect the Redemption Price; (f) that Holders who wish to convert Securities must surrender such Securities for conversion no later than the close of business on the Business Day immediately preceding the Redemption Date and must satisfy the other requirements set forth in Article 4; (g) confirmation that the Current Market Price is at any time before least 135% of the Close Conversion Price if the Company chooses to redeem the Securities pursuant to Section 3.5.1; (h) that, unless the Company has failed to make the payment of Business such Redemption Price which is due and payable, interest will cease to accrue on and after the Redemption Date; (i) a description of the procedures which a Holder must follow if it chooses to exercise its right to not have its Securities redeemed pursuant to Section 3.5.3; and (j) that Holders will be entitled to withdraw their election pursuant to Section 3.5.5 to not have Securities redeemed if the Company (if acting as its own Paying Agent), or the Trustee, receives, not later than the close of business on the Business Day immediately preceding the Redemption Date; , a letter or facsimile transmission (freceipt of which is confirmed and promptly followed by a letter) setting forth the name of the Holder, and a statement that Holders who want such Holder is withdrawing its election to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (h) the aggregate not have a specified principal amount of Securities redeemed, the certificate numbers of such Securities being withdrawn, if applicable, and the principal amount, if any, of the Securities that remain subject to be redeemed; andthe Notice of Election. (i) if 3.2.3 If any Security is of the Securities to be redeemed is in part only, upon surrender the form of such a Global Security, a new Security or Securities in principal amount equal then the Company shall modify the Redemption Notice to the unredeemed portion thereof will be issuedextent necessary to accord with the procedures of the Depository applicable to redemptions. A Redemption Notice may be given by the Company or, at At the Company’s written request, which request shall (1) be irrevocable once given and (2) set forth all relevant information required by clauses (a) through (j) of Section 3.2.2, the Trustee shall give such the Redemption Notice to each Holder in the Company’s name and at the Company’s expense; provided provided, however, that in all cases, the text of the such Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, ; and provided further that the Company will, must make such request at least five Business Days prior to the extent required, (i) comply date by which such Redemption Notice must be given to the Holders in accordance with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7Section 3.2.

Redemption Notice. In (i) Subject to the provisions set forth in this Section 11.01, each Class B Unitholder (other than USCo2) shall be entitled (the “Redemption Right”) to cause the Company to redeem its Class B Units at any time after the Effective Time, unless such Class B Unitholder has entered into a contractual lock-up agreement in connection with any redemption the Arrangement Agreement or otherwise and relating to the shares of Securities pursuant Acreage or Pubco that may be applicable to this Article 7such Class B Unitholder, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Class B Unitholder (the “Redemption”). A Class B Unitholder desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Manager, to Acreage and to Pubco. The Redemption Notice shall specify the Securities to be redeemed and shall state: (ai) the number of Class B Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem; provided that the proportion of Redeemed Units subject to a Redemption Date; by a Redeeming Member must be 70% Class B Fixed Units and 30% Class B Floating Units; and (bii) a date (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Price; (c) the Applicable Conversion Rate; (d) the name and address of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may Right shall be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy completed, which complies with the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; 11.01(a)(ii) (gthe “Redemption Date”); provided that (x) that Securities called for redemption if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be surrendered a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the Paying Agent for cancellation to collect close of business on the Redemption Price; Date) (hA) the aggregate principal amount Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of Securities all liens and encumbrances, and (B) the Company shall transfer to be redeemed; and (i) the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), provided that, if any Security is such Units are certificated, the Company shall issue to be redeemed in part only, upon surrender the Redeeming Member a certificate for a number of such Security, a new Security or Securities in principal amount Class B Units equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given difference (if any) between the number of Class B Units evidenced by the Company or, at the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared certificate surrendered by the Company. In connection with any redemption Redeeming Member pursuant to clause (B) of this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provisionSection 11.01(a)(ii) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, Redeemed Units. (ii) file Any Redemption Date that occurs in a Restricted Taxable Year must be a Quarterly Redemption Date not less than sixty (60) days after delivery of the related Schedule TO applicable Redemption Notice. Any Redemption Date that occurs in a year that is not a Restricted Taxable Year must be not less than seven (or any successor schedule, form or report7) or any other schedule required in connection with any offer by Business Days nor more than ten (10) Business Days after delivery of the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7applicable Redemption Notice.

Redemption Notice. In (i) Subject to the provisions set forth in this Section 11.01, each Class B Unitholder (other than USCo2) shall be entitled (the “Redemption Right”) to cause the Company to redeem its Class B Units at any time after the Effective Time, unless such Class B Unitholder has entered into a contractual lock-up agreement in connection with any redemption the Arrangement Agreement or otherwise and relating to the shares of Securities pursuant Pubco that may be applicable to this Article 7such Class B Unitholder, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Class B Unitholder (the “Redemption”). A Class B Unitholder desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Manager, to Acreage and to Pubco. The Redemption Notice shall specify the Securities number of Class B Units (the “Redeemed Units”), that the Redeeming Member intends to be redeemed have the Company redeem and shall state: a date (aunless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Date; (b) the Redemption Price; (c) the Applicable Conversion Rate; (d) the name and address of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may Right shall be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy completed, which complies with the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; 11.01(a)(ii) (gthe “Redemption Date”); provided that (x) that Securities called for redemption if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be surrendered a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the Paying Agent for cancellation to collect close of business on the Redemption Price; Date) (hA) the aggregate principal amount Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of Securities all liens and encumbrances, and (B) the Company shall transfer to be redeemed; and (i) the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), provided that, if any Security is such Units are certificated, the Company shall issue to be redeemed in part only, upon surrender the Redeeming LEGAL\41134311\10 Member a certificate for a number of such Security, a new Security or Securities in principal amount Class B Units equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given difference (if any) between the number of Class B Units evidenced by the Company or, at the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared certificate surrendered by the Company. In connection with any redemption Redeeming Member pursuant to clause (B) of this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provisionSection 11.01(a)(i) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, Redeemed Units. (ii) file Any Redemption Date that occurs in a Restricted Taxable Year must be a Quarterly Redemption Date not less than sixty (60) days after delivery of the related Schedule TO applicable Redemption Notice. Any Redemption Date that occurs in a year that is not a Restricted Taxable Year must be not less than seven (or any successor schedule, form or report7) or any other schedule required in connection with any offer by Business Days nor more than ten (10) Business Days after delivery of the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7applicable Redemption Notice.

Redemption Notice. In connection (i) Subject to the provisions set forth in this Section 11.01, each Member (other than the Corporation) shall be entitled to cause the Company to redeem (a “Redemption”) its Common Units (the “Redemption Right”) at any time. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with any redemption of Securities pursuant a copy to this Article 7, the Corporation. The Redemption Notice shall specify the Securities number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to be redeemed have the Company redeem and shall state: a date (aunless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Date; (b) the Redemption Price; (c) the Applicable Conversion Rate; (d) the name and address of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may Right shall be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy completed, which complies with the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; 11.01(a)(ii) (gthe “Redemption Date”); provided that (x) that Securities called for redemption if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be surrendered to a date that satisfies the Paying Agent for cancellation to collect conditions of Section 11.01(a)(ii), and (y) the Company, the Corporation and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Price; (h) the aggregate principal amount Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of Securities to be redeemedthem; and (i) if any Security is to be redeemed in part only, upon surrender of such Security, provided further that a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given by conditioned on the Company or, at the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text closing of an underwritten distribution of the Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with the provisions shares of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act Class A Common Stock that may be applicable at issued in connection with such proposed Redemption. Unless the time Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the purchase Redemption Date) (A) the Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of all liens and encumbrances, and (B) the SecuritiesCompany shall (x) cancel the Redeemed Units, (y) transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), and (z), if the Units are certificated, issue to the Redeeming Member a certificate for a number of Common Units equal to the difference (if any) between the number of Common Units evidenced by the certificate surrendered by the Redeeming Member pursuant to clause (B) of this Section 11.01(a)(i) and the number of Redeemed Units. (ii) file Except as provided in Section 11.01(f), any Redemption Date that occurs in a Restricted Taxable Year must be a Quarterly Redemption Date not less than sixty (60) days after delivery of the related Schedule TO applicable Redemption Notice. Except as provided in Section 11.01(f), any Redemption Date that occurs in a year that is not a Restricted Taxable Year must be not less than seven (or any successor schedule, form or report7) or any other schedule required in connection with any offer by Business Days nor more than ten (10) Business Days after delivery of the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7applicable Redemption Notice.

Redemption Notice. In connection with any Notice of redemption (a “Redemption Notice”) shall be given by first-class mail, postage prepaid, to each Holder of Securities pursuant to this Article 7, the Redemption Notice shall specify the Securities Notes to be redeemed and at their addresses set forth in the Note Register or, in the case of Global Notes, electronically in accordance with the Applicable Procedures. (a) The Redemption Notice shall state: (ai) the date on which the Redemption Price will become due and payable upon each such Note (the “Redemption Date”) (which must be a Business Day); (bii) the Redemption Price; (ciii) that on the Applicable Conversion RateRedemption Date, the Redemption Price will become due and payable upon each such Note, and that interest thereon, if any, shall cease to accrue on and after said date; (div) the name and address place or places where such Notes are to be surrendered for payment of the Paying Agent and Conversion AgentRedemption Price; (ev) that Securities Holders have a right to convert the Notes called for redemption may upon satisfaction of the requirements set forth in the Indenture; (vi) the time at which the Holders’ right to convert the Notes called for redemption will expire, which will be converted at any time before the Close close of Business business on the Business Day immediately preceding the Redemption Date; (fvii) that Holders who want the procedures a converting Holder must follow to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17its Notes; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (hviii) the aggregate principal amount Conversion Rate and, if applicable, the number of Securities to be redeemedAdditional Shares under Section 14.03; and (iix) the CUSIP, ISIN or other similar numbers, if any Security is any, assigned to be redeemed in part only, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. Notes. (b) A Redemption Notice may shall be given by the Company or, at the Company’s request, by the Trustee shall give such Redemption Notice in the Company’s name and at the expense of the Company’s expense; provided that the text Company shall have delivered to the Trustee, at least five Business Days before the Redemption Notice is required to be sent (or such shorter period agreed to by the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the complete form of such notice and the information to be stated in such notice. (c) A Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7irrevocable. (d) A Redemption Notice, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and if mailed in the manner specified herein provided, shall be conclusively presumed to have been duly given, whether or not a Holder receives such notice. In any case, a failure to send such Redemption Notice or any defect in this Article 7the Redemption Notice to the Holder of any Notes shall not affect the validity of the proceedings for the redemption of any other Notes.

Redemption Notice. In connection Notice of redemption (a “Redemption Notice”) shall be given in accordance with any redemption Section 12.08(c) to each Holder of Securities pursuant Notes (with a copy to this Article 7, the Trustee). (a) The Redemption Notice shall specify the Securities to be redeemed and shall state: (ai) the Redemption DateDate (which must be a Business Day); (bii) the Redemption Price; (ciii) that on the Applicable Conversion RateRedemption Date, the Redemption Price will become due and payable upon each such Note, and that interest thereon, if any, shall cease to accrue on and after said date; (div) the name and address place or places where such Notes are to be surrendered for payment of the Paying Agent and Conversion AgentRedemption Price; (ev) that Securities the time at which the Holders’ right to convert the Notes called for redemption may will expire, which will be converted at any time before the Close of Business on the second Business Day immediately preceding the Redemption Date; (fvi) that Holders who want the procedures a converting Holder must follow to convert Securities must satisfy its Notes, the requirements set forth therein Conversion Settlement Method, Make-Whole Settlement Method and, if applicable, the Cash Amount and in this Indenture, including the limitations on conversion set forth in Section 6.17Cash Make-Whole Premium Amount; (gvii) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect Conversion Rate and, if applicable, the Redemption Pricenumber of Additional Shares under Section 4.04; (hviii) the aggregate principal amount of Securities CUSIP, ISIN or other similar numbers, if any, assigned to be redeemedsuch Notes; and (iix) if in case any Security Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and on and after the Redemption Date, upon surrender of such SecurityNote, a new Security or Securities Note in principal amount equal to the unredeemed portion thereof will shall be issued. . (b) A Redemption Notice may shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company; provided, that the Company shall have delivered to the Trustee, at least five Business Days before the Redemption Notice is required to be given (or such shorter period agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and attaching the form of Redemption Notice and including the information to be stated in such notice. (c) A Redemption Notice shall be irrevocable. (d) A Redemption Notice, if given in the manner herein provided, shall be conclusively presumed to have been duly given whether or not a Holder receives such notice. In any case, a failure to give such Redemption Notice or any defect in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with Holder of any Notes shall not affect the provisions validity of Rule 13e-4, Rule 14e-1 (or any successor provision) and the proceedings for the redemption of any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7Notes.

Redemption Notice. In connection Notice of redemption (a “Redemption Notice”) shall be given in accordance with any redemption Section 17.03, to each Holder of Securities pursuant Notes (with a copy to this Article 7, the Redemption Notice shall specify the Securities Trustee) to be redeemed and not more than 55 Scheduled Trading Days but not less than 35 Scheduled Trading Days (in accordance with the applicable procedures of the Depositary in the case of any Global Note) prior to the Redemption Date. (a) The Redemption Notice shall state: (ai) the Redemption Date; (bii) the Redemption Price; (ciii) that on the Applicable Conversion RateRedemption Date, the Redemption Price will become due and payable upon each such Note, and that interest thereon, if any, shall cease to accrue on and after said date; (div) the name and address place or places where such Notes are to be surrendered for payment of the Paying Agent and Conversion AgentRedemption Price; (ev) that Securities Holders have a right to convert the Notes called for redemption may upon satisfaction of the requirements set forth in this Indenture; (vi) the time at which the Holders’ right to convert the Notes called for redemption will expire, which will be converted at any time before the Close close of Business business on the Business Day immediately preceding the Redemption Date; (fvii) that Holders who want the procedures a converting Holder must follow to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17its Notes; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (hviii) the aggregate principal amount of Securities to be redeemedConversion Rate; and (iix) the CUSIP, ISIN or other similar numbers, if any Security is any, assigned to be redeemed in part only, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. Notes. (b) A Redemption Notice may shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company; provided that the Company shall have delivered to the Trustee, at least five Business Days before the Redemption Notice is required to be given (or such shorter period agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and attaching the form of Redemption Notice and including the information to be stated in such notice. (c) A Redemption Notice, if given in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not a Holder receives such notice. In any case, a failure to give such Redemption Notice or any defect in the Company’s name and at Redemption Notice to the Company’s expense; provided that Holder of any Notes shall not affect the text validity of the proceedings for the redemption of any other Notes. (d) A Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7irrevocable.

Redemption Notice. In connection Subject to the provisions set forth in this Section 11.01, each Member (other than the Corporation) shall be entitled to cause the Company to redeem (a “Redemption”) its Common Units, other than any Excluded Unit (the “Redemption Right”), at any time beginning 180 days after the First A&R Effective Time. A Member desiring to exercise its Redemption Right (the “Redeeming Member”), shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with any redemption of Securities pursuant a copy to this Article 7, the Corporation. The Redemption Notice shall specify the Securities number of Common Units (including Equitized Units) (the “Redeemed Units”) that the Redeeming Member intends to be redeemed have the Company redeem and shall state: a date, not less than seven (a7) Business Days nor more than ten (10) Business Days after delivery of such Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods), on which exercise of the Redemption Right shall be completed (the “Redemption Date; (b) ”); provided that the Company, the Corporation and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Price; (c) Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that, at the Applicable Conversion Rate; (d) the name and address election of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (h) the aggregate principal amount of Securities to be redeemed; and (i) if any Security is to be redeemed in part only, upon surrender of such SecurityRedeeming Member, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given conditioned on (x) the Redeeming Member having entered into a valid and binding agreement with a third party for the sale of shares of Class A Common Stock that may be issued in connection with such proposed Redemption (whether in a tender or exchange offer, private sale or otherwise) and such agreement is subject to customary closing conditions for agreements of this kind and the delivery of the Class A Common Stock by the Company orRedeeming Member to such third party, at (y) the Company’s requestclosing of an announced merger, consolidation or other transaction in which the Trustee shall give shares of Class A Common Stock that may be issued in connection with such proposed Redemption Notice in would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property and/or (z) the Company’s name and at the Company’s expense; provided that the text closing of an underwritten distribution of the Redemption Notice shall shares of Class A Common Stock that may be prepared by the Company. In issued in connection with such proposed Redemption. Unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(b), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date): (A) the Redeeming Member shall transfer and surrender the Redeemed Units and surrender any redemption pursuant to this Article 7certificates representing the Redeemed Units duly endorsed in blank, the Company willfree and clear of all liens and encumbrances, in each case, to the extent requiredCompany, and (B) the Company shall (x) cancel the Redeemed Units and any certificates representing the Redeemed Units, (iy) comply with transfer to the provisions Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), and (z) if the Redeemed Units are certificated, issue to the Redeeming Member a certificate representing a number of Rule 13e-4, Rule 14e-1 Common Units equal to the difference (or any successor provisionif any) between the number of Common Units represented by the certificate surrendered by the Redeeming Member pursuant to clause (A) of this Section 11.01(a) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7Redeemed Units.

Redemption Notice. In (i) Subject to the provisions set forth in this Section 11.01, each Class B Unitholder (other than USCo2) shall be entitled (the “Redemption Right”) to cause the Company to redeem its Class B Units at any time after the Effective Time, unless such Class B Unitholder has entered into a contractual lock-up agreement in connection with any redemption the Arrangement Agreement, Floating Share Arrangement Agreement, or otherwise and relating to the shares of Securities pursuant Acreage or Pubco that may be applicable to this Article 7such Class B Unitholder, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Class B Unitholder (the “Redemption”). A Class B Unitholder desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Manager, to Acreage and to Pubco. The Redemption Notice shall specify the Securities to be redeemed and shall state: (ai) the number of Class B Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem; provided that the proportion of Redeemed Units subject to a Redemption Date; by a Redeeming Member must be 70% Class B Fixed Units and 30% Class B Floating Units; and (bii) a date (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Price; (c) the Applicable Conversion Rate; (d) the name and address of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may Right shall be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy completed, which complies with the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; 11.01(a)(ii) (gthe “Redemption Date”); provided that (x) that Securities called for redemption if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be surrendered a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the Paying Agent for cancellation to collect close of business on the Redemption Price; Date) (hA) the aggregate principal amount Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of Securities all liens and encumbrances, and (B) the Company shall transfer to be redeemed; and (i) the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), provided that, if any Security is such Units are certificated, the Company shall issue to be redeemed in part only, upon surrender the Redeeming Member a certificate for a number of such Security, a new Security or Securities in principal amount Class B Units equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given difference (if any) between the number of Class B Units evidenced by the Company or, at the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared certificate surrendered by the Company. In connection with any redemption Redeeming Member pursuant to clause (B) of this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provisionSection 11.01(a)(ii) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, Redeemed Units. (ii) file Any Redemption Date that occurs in a Restricted Taxable Year must be a Quarterly Redemption Date not less than sixty (60) days after delivery of the related Schedule TO applicable Redemption Notice. Any Redemption Date that occurs in a year that is not a Restricted Taxable Year must be not less than seven (or any successor schedule, form or report7) or any other schedule required in connection with any offer by Business Days nor more than ten (10) Business Days after delivery of the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7applicable Redemption Notice.

Redemption Notice. In connection with any Notice of redemption (a “Redemption Notice”) shall be given by first-class mail, postage prepaid, to each Holder of Securities pursuant to this Article 7, the Redemption Notice shall specify the Securities Notes to be redeemed and at their addresses set forth in the Register. (a) The Redemption Notice shall state: (ai) the date on which the Redemption Price will become due and payable upon each such Note (the "Redemption Date") (which must be a Business Day); (bii) the Redemption Price; (ciii) that on the Applicable Conversion RateRedemption Date, the Redemption Price will become due and payable upon each such Note, and that interest thereon, if any, shall cease to accrue on and after said date; (div) the name and address place or places where such Notes are to be surrendered for payment of the Paying Agent and Conversion AgentRedemption Price; (ev) that Securities Holders have a right to convert the Notes called for redemption may upon satisfaction of the requirements set forth in the Indenture; (vi) the time at which the Holders' right to convert the Notes called for redemption will expire, which will be converted at any time before the Close of Business on the second Business Day immediately preceding the Redemption Date; (fvii) that Holders who want the procedures a converting Holder must follow to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17its Notes; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (hviii) the aggregate principal amount Conversion Rate and, if applicable, the number of Securities to be redeemedAdditional Shares under Section 4.07 hereof; and (iix) the CUSIP, ISIN or other similar numbers, if any Security is any, assigned to be redeemed in part only, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. Notes. (b) A Redemption Notice may shall be given by the Company or, at the Company’s 's request, by the Trustee in the name and at the expense of the Company; provided that the Company shall have delivered to the Trustee, at least five (5) Business Days before the Redemption Notice is required to be mailed (or such shorter period agreed to by the Trustee), an Officer's Certificate requesting that the Trustee give such notice and setting forth the complete form of such notice and the information to be stated in such notice. (c) A Redemption Notice shall be irrevocable. (d) A Redemption Notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not a Holder receives such notice. In any case, a failure to give such Redemption Notice by mail or any defect in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with Holder of any Notes shall not affect the provisions validity of Rule 13e-4, Rule 14e-1 (or any successor provision) and the proceedings for the redemption of any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7Notes.

Redemption Notice. In connection Following receipt by the Corporation of written notice from at least a majority (as calculated in accordance with Section 3(a) hereof as if such shares were being voted at a meeting of stockholders) of the then outstanding shares of any series of Redeemable Preferred Stock requesting redemption of Securities pursuant to this Article 7all shares of such series of Redeemable Preferred Stock (a “Redemption Election”), the Corporation shall notify all holders of Redeemable Preferred Stock within 15 days of its receipt thereof. Any series of Redeemable Preferred Stock may elect thereafter to redeem its Redeemable Preferred Stock contemporaneously with the electing series (but on the terms and conditions set forth for such holder’s series of Redeemable Preferred Stock), by delivering to the Corporation written notice from the holders of at least a majority (as calculated in accordance with Section 3(a) hereof as if such shares were being voted at a meeting of stockholders) of the then outstanding shares of such series of Redeemable Preferred Stock, of notice requesting redemption of all shares of such series of Redeemable Preferred Stock, not later than 30 business days after receipt of the notice from the Corporation of the Redemption Notice Election. For the purposes hereof, notice shall specify be deemed to have been delivered upon personal delivery to the Securities party to be notified or when sent by confirmed electronic mail, telex or facsimile if sent during normal business hours of the recipient; if not on the next business day, or five (5) days after having been sent registered or certified mail, return receipt requested, postage prepaid, or one (1) business day after deposit with a national recognized overnight courier, specifying next day delivery, with written verification of receipt, in each case to such party’s address as reflected on the books and records of the Corporation. If more than one series of Redeemable Preferred Stock elects to be redeemed at the same time and the Corporation does not have sufficient funds legally available to redeem all applicable shares of Redeemable Preferred Stock on any applicable Redemption Date, then the Corporation shall redeem a pro rata portion of each applicable holder’s shares of Redeemable Preferred Stock on a pari passu basis (calculated based upon the respective amounts which would be payable to the holders on such Redemption Date if the Corporation had sufficient funds legally available to redeem in full all shares of Redeemable Preferred Stock that should have been redeemed on such date) out of funds legally available therefor and shall state: (a) redeem the Redemption Date; (b) remaining shares of Redeemable Preferred Stock that should have been redeemed as soon as practicable after the Redemption Price; (c) the Applicable Conversion Rate; (d) the name and address of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may be converted at any time before the Close of Business Corporation has funds legally available therefor on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (h) the aggregate principal amount of Securities to be redeemed; and (i) if any Security is to be redeemed in part only, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given by the Company or, at the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7pari passu basis.

Redemption Notice. In connection with any redemption of Securities pursuant to this Article 7At least 25 Scheduled Trading Days but not more than 90 days before a Redemption Date, the Company or, at the Company’s request, the Trustee (provided that the Company provided the notice specified in Section 6.01 to the Trustee not less than 45 days before the Redemption Date (unless the Trustee consents to a shorter period)) shall mail a notice of redemption (a “Redemption Notice”) by first-class mail, postage prepaid, to the Holders of each Security to be redeemed. The Redemption Notice shall specify identify the Securities to be redeemed and shall state: (a) the Redemption Date; (b) the Redemption Price; (c) the Applicable then existing Conversion Rate (d) the applicable Settlement Method for all conversions from and after the Redemption Notice; (de) the name and address of the Trustee, the Paying Agent and the Conversion Agent; (ef) that Securities called for redemption may be converted at any time before the Close close of Business business on the date that is one Business Day immediately preceding prior to the Redemption Date; (fg) that Holders who want to convert their Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on for conversion set forth in Section 6.17the Securities and this Indenture; (gh) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (hi) if fewer than all of the aggregate outstanding Securities are to be redeemed, the certificate numbers, if any, and principal amount amounts of the particular Securities to be redeemed; and (ij) if any Security is to be redeemed in part only, upon surrender the CUSIP/ ISIN number(s) of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issuedSecurities. A Redemption Notice may be given by the Company or, at At the Company’s request, the Trustee shall give such the Redemption Notice in the Company’s name and at the Company’s expense; , provided that the text of Company makes such request at least three Business Days prior to the date by which such Redemption Notice shall must be prepared by the Company. In connection given to holders in accordance with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7Section 6.03.

Redemption Notice. In connection with any redemption of Securities If the Company is obligated to redeem, or elects to redeem, the Preferred Shares pursuant to this Article 7VI, the Company shall deliver a notice of redemption (the “Redemption Notice”) to the Holders specifying the date for redemption (the “Redemption Date“), which date shall not be less than three (3) days after delivery of the Redemption Notice nor more than ninety (90) calendar days after delivery of the Redemption Notice. The Redemption Notice shall specify (A) the Securities provision of Section 6.1 pursuant to be redeemed and shall state: which the redemption will occur; (aB) the Redemption Date; ; (bC) the Redemption Price; ; (cD) that on the Applicable Conversion Rate; Redemption Date, if the Holder has not previously elected to convert Preferred Shares into Class A Common Stock, each Preferred Share shall automatically and without further action by the Holder thereof (dand whether or not the certificates representing such Preferred Shares are surrendered) be redeemed for the name and address Redemption Price; (E) that payment of the Paying Agent and Conversion Agent; Redemption Price will be made to the Holder within five (e5) business days of the Redemption Date to the account specified by such Holder to the Company in writing; (F) that Securities called for redemption may be converted the Holder’s right to elect to convert its Preferred Shares will end at any time before the Close of Business 5:00 p.m. (New York City time) on the third Business Day immediately preceding the Redemption Date; ; and (fG) the number of shares of Class A Common Stock (or, if applicable, the amount of Reference Property) and the amount of cash, if any, that Holders who want a Holder would receive upon conversion of a Preferred Share if a Holder elects to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; (g) that Securities called for redemption must be surrendered its Preferred Shares prior to the Paying Agent for cancellation to collect Redemption Date. Notwithstanding the foregoing, the Redemption Price; (h) the aggregate principal amount of Securities to be redeemed; and (i) if any Security is to be redeemed in part only, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given delivered by the Company or, at the Company’s request, the Trustee shall give such Redemption Notice under this Section 6.2 in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice accordance with Section 8.6 shall be prepared by the Company. In connection with any redemption pursuant conclusively presumed to this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable have been duly given at the time set forth therein, whether or not such Holder of Preferred Shares actually receives such notice, and neither the failure of a Holder to actually receive such notice given as aforesaid nor any immaterial defect in such notice shall affect the validity of the purchase proceedings for the redemption of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so Preferred Shares as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7set forth herein.

Redemption Notice. In connection Notice of redemption (a “Redemption Notice”) shall be given, to each Holder of Notes (with any redemption of Securities pursuant a copy to this Article 7, the Redemption Notice shall specify the Securities Trustee) to be redeemed and not more than 60 Scheduled Trading Days but not less than 30 days (in accordance with the applicable procedures of DTC in the case of any Global Note) prior to the Redemption Date. (a) The Redemption Notice shall state: (a) 1. the Redemption Date; (b) 2. the Redemption Price; (c) 3. that on the Applicable Conversion RateRedemption Date, the Redemption Price will become due and payable upon each such Note, and that interest thereon, if any, shall cease to accrue on and after said date; (d) 4. the name and address place or places where such Notes are to be surrendered for payment of the Paying Agent and Conversion AgentRedemption Price; (e) 5. that Securities Holders have a right to convert the Notes called for redemption may upon satisfaction of the requirements set forth in this Indenture; 6. the time at which the Holders’ right to convert the Notes called for redemption will expire, which will be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want 7. the procedures a converting Holder must follow to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17its Notes; (g) that Securities called for redemption must be surrendered 8. the Conversion Rate and, if applicable, the number of Additional Shares under Section 14.03 and 9. the CUSIP, ISIN or other similar numbers, if any, assigned to the Paying Agent for cancellation to collect the Redemption Price;such Notes. (hb) the aggregate principal amount of Securities to be redeemed; and (i) if any Security is to be redeemed in part only, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. A Redemption Notice may shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company; provided that the Company shall have delivered to the Trustee, at least five (5) Business Days before the Redemption Notice is required to be given (or such shorter period agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and attaching the form of Redemption Notice and including the information to be stated in such notice. (c) A Redemption Notice, if given in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not a Holder receives such notice. In any case, a failure to give such Redemption Notice or any defect in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with Holder of any Notes shall not affect the provisions validity of Rule 13e-4, Rule 14e-1 (or any successor provision) and the proceedings for the redemption of any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7Notes.

Redemption Notice. In connection with any (a) Notice of redemption (a “Redemption Notice”) shall be given by first-class mail, postage prepaid, to each Holder of Securities pursuant to this Article 7be redeemed, at the address of such Holder as it appears in the Securities Register. (b) The Redemption Notice shall specify the for any Securities to be redeemed and shall state: (ai) the Redemption Date; (bii) the Redemption Price or, if the Redemption Price cannot be calculated prior to the time the Redemption Notice is required to be sent, a statement of how the Redemption Price will be calculated; (iii) if less than all Outstanding Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the particular Securities to be redeemed; (iv) that on the Redemption Date, the Redemption Price will become due and payable upon each such Security or portion thereof, and that interest thereon, if any, shall cease to accrue on and after said date; and (v) the place or places where such Securities are to be surrendered for payment of the Redemption Price;. (c) the Applicable Conversion Rate; (d) the name and address of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (h) the aggregate principal amount of Securities to be redeemed; and (i) if any Security is to be redeemed in part only, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. A Redemption Notice may shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company; provided that the Company shall have delivered to the Trustee, at least five Business Days before the Redemption Notice is required to be mailed (or such shorter period agreed to by the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the complete form of such notice and the information to be stated in such notice. (d) A Redemption Notice shall not be irrevocable. (e) A Redemption Notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, a failure to give such Redemption Notice by mail or any defect in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with Holder of any Security designated for redemption as a whole or in part shall not affect the provisions validity of Rule 13e-4, Rule 14e-1 (or any successor provision) and the proceedings for the redemption of any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7Security.

Redemption Notice. In connection with any redemption of Securities pursuant to this Article 7At least 30 days but not more than 60 days before a Redemption Date, the Company shall send a written notice of redemption (“Redemption Notice Notice”) by electronic transmission or by first-class mail, postage prepaid, to the Trustee, the Paying Agent and each Holder of Notes to be redeemed. The notice shall specify the Securities Notes to be redeemed and shall state: (a) the Redemption Date; (b) the Redemption Price; (c) the Applicable applicable Conversion Rate; (d) the name and address of the Paying Agent and Conversion Agent; (e) that Securities Notes called for redemption may be converted at any time before the Close of Business on the Business Trading Day immediately preceding the Redemption DateDate unless the Company fails to pay the Redemption Price; (f) that Holders who want to convert Securities Notes must satisfy the requirements set forth therein and in this the Indenture, including the limitations on conversion set forth in Section 6.17; (g) that Securities Notes called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (h) if fewer than all the aggregate principal amount of Securities outstanding Notes are to be redeemed, the certificate numbers (if such Notes are held other than in global form) and principal amounts of the particular Notes to be redeemed; (i) that, unless the Company defaults in making payment of such Redemption Price, interest will cease to accrue on and after the Redemption Date; and (ij) if any Security the CUSIP number of the Notes. At the Company’s written request delivered at least 10 days prior to the date such notice is to be redeemed in part only, upon surrender of such Security, a new Security or Securities in principal amount equal given to the unredeemed portion thereof will be issued. A Redemption Notice may be given by the Company or, at the Company’s requestHolders, the Trustee shall give such the Redemption Notice to each Holder of Notes to be redeemed in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7.

Redemption Notice. In connection with any redemption of Securities pursuant to this Article 7At least 30 days but not more than 60 days before a Redemption Date, the Company shall send a written notice of redemption (“Redemption Notice Notice”) by electronic transmission or by first-class mail, postage prepaid, to the Trustee, the Paying Agent and each Holder of Notes to be redeemed. The notice shall specify the Securities Notes to be redeemed and shall state: (a) the Redemption Date; (b) the Redemption Price; (c) the Applicable applicable Conversion Rate; (d) the name and address of the Paying Agent and Conversion Agent; (e) that Securities Notes called for redemption may be converted at any time before the Close of Business on the Business Trading Day immediately preceding the Redemption DateDate unless the Company fails to pay the Redemption Price; (f) that Holders who want to convert Securities Notes must satisfy the requirements set forth therein and in this the Indenture, including the limitations on conversion set forth in Section 6.17; (g) that Securities Notes called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (h) if fewer than all the aggregate principal amount of Securities outstanding Notes are to be redeemed, the certificate numbers (if such Notes are held other than in global form) and principal amounts of the particular Notes to be redeemed; (i) that, unless the Company defaults in making payment of such Redemption Price, interest will cease to accrue on and after the Redemption Date; and (ij) if any Security is to be redeemed in part only, upon surrender the CUSIP number of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issuedNotes. A Redemption Notice may be given by the Company or, at At the Company’s written request, the Trustee shall give such the Redemption Notice to each Holder of Notes to be redeemed in the Company’s name and at the Company’s expense; provided provided, however, that the text Company shall have delivered to the Trustee, at least 40 days (or such shorter period as is acceptable to the Trustee), prior to the redemption date, an Officers’ Certificate requesting that the Trustee give such notice (in the name and at the expense of the Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under setting forth the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 information to be exercised stated in the time and in the manner specified such notice as provided in this Article 7Section 3.08.

Redemption Notice. (a) In connection with case the Company exercises its Optional Redemption right to redeem all or any redemption portion of Securities the Notes pursuant to this Article 7Section 16.01, it shall fix a date for such Optional Redemption (each, a “Redemption Date”) and the Company (or, at the Company’s written request (with such request including an Officer’s Certificate requesting that the Trustee give such Redemption Notice, setting forth the information to be stated in such Redemption Notice as provided in Section 16.02(c), and stating that all conditions precedent to the delivery of such Redemption Notice have been or will be complied with) received by the Trustee at least two Business Days prior to the date of giving the Redemption Notice (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company) shall specify the Securities deliver or cause to be redeemed delivered a written notice of such Optional Redemption (a “Redemption Notice”) not less than 50 nor more than 65 Scheduled Trading Days prior to the Redemption Date to the Trustee, the Conversion Agent (if other than the Trustee), the Paying Agent (if other than the Trustee) and each Holder; provided that if, in accordance with Section 14.02, the Company elects to settle all conversions of Called Notes with a Conversion Date that occurs during the related Redemption Period by Physical Settlement, then the Company shall stateprovide the Redemption Notice not less than 15 nor more than 60 calendar days before the Redemption Date to the Trustee, the Conversion Agent (if other than the Trustee), the Paying Agent (if other than the Trustee) and each Holder of Notes. The Redemption Date must be a Business Day, and the Company shall not specify a Redemption Date that falls on or after the 41st Scheduled Trading Day immediately preceding the Maturity Date. (b) The Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to duly give such Redemption Notice or any defect in the Redemption Notice to the Holder of any Note designated for Optional Redemption as a whole or in part shall not affect the validity of the proceedings for the Optional Redemption of any other Note. (c) Each Redemption Notice shall specify: (ai) the Redemption Date; (bii) the Redemption Price; (ciii) that on the Applicable Conversion RateRedemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that interest thereon, if any, shall cease to accrue on and after the Redemption Date (except as provided in the parenthetical of the definition of Redemption Price); (div) the name and address place or places where such Notes are to be surrendered for payment of the Paying Agent and Conversion AgentRedemption Price; (ev) that Securities called Holders of Called Notes may surrender their Called Notes for redemption may be converted conversion at any time before prior to the Close close of Business business on the Business second Scheduled Trading Day immediately preceding the Redemption Date; (fvi) that Holders who want the procedures a converting Holder of Called Notes must follow to convert Securities must satisfy its Called Notes and the requirements set forth therein Settlement Method and in this IndentureSpecified Dollar Amount, including the limitations on conversion set forth in Section 6.17if applicable; (gvii) that Securities called for redemption must be surrendered the Conversion Rate and, if applicable, the number of Additional Shares added to the Paying Agent for cancellation to collect the Redemption PriceConversion Rate in accordance with Section 14.03; (hviii) the aggregate principal amount of Securities CUSIP, ISIN or other similar numbers, if any, assigned to be redeemedsuch Notes; and (iix) if in case any Security Physical Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and on and after the Redemption Date, upon surrender of such SecurityPhysical Note, a new Security or Securities Physical Note in principal amount equal to the unredeemed portion thereof will shall be issued. A Redemption Notice may be given by the Company or, at the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text of the Each Redemption Notice shall be prepared by the Companyirrevocable. In connection Simultaneously with providing any redemption pursuant to this Article 7Redemption Notice, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by shall issue a press release through such national newswire service as the Company to purchase then uses containing the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised information set forth in the time and in the manner specified in this Article 7such Redemption Notice.

Redemption Notice. In (i) Subject to the provisions set forth in this Section 11.01, each Member holding Class B Units (other than, if applicable, USCo) shall be entitled to cause the Company to redeem (a "Class B Unit Redemption") its Class B Units at any time beginning on the later of: (i) the one year anniversary of the Effective Time; and (ii) if such Member has entered into a contractual lock-up agreement in connection with any redemption the Public Listing and relating to the shares of Securities pursuant Pubco that may be applicable to this Article 7such Member, the date such lock-up agreement has been waived or terminated as it applies to such Member. For the avoidance of doubt, no Member holding Class B Units (other than, if applicable, USCo) shall be entitled to any Class B Unit Redemption prior to the one year anniversary of the Effective Time. A Member desiring to exercise its Redemption Right (the "Redeeming Member") shall exercise such right by giving written notice (the "Redemption Notice") to the Company with a copy to the Manager and to Pubco. The Redemption Notice shall specify the Securities number of Class B Units (the "Redeemed Units"), that the Redeeming Member intends to be redeemed have the Company redeem and shall state: a date (aunless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Date; (b) the Redemption Price; (c) the Applicable Conversion Rate; (d) the name and address of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may Right shall be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy completed, which complies with the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; 11.01(a)(ii) (gthe "Redemption Date"); provided that (x) that Securities called for redemption if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be surrendered a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the Paying Agent for cancellation to collect close of business on the Redemption Price; Date) (hA) the aggregate principal amount Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of Securities all liens and encumbrances, and (B) the Company shall transfer to be redeemed; and (i) the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), provided that, if any Security is such Units are certificated, the Company shall issue to be redeemed in part only, upon surrender the Redeeming Member a certificate for a number of such Security, a new Security or Securities in principal amount Class B Units equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given difference (if any) between the number of Class B Units evidenced by the Company or, at the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared certificate surrendered by the Company. In connection with any redemption Redeeming Member pursuant to clause (B) of this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provisionSection 11.01(a)(i) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, Redeemed Units. (ii) file Any Redemption Date that occurs in a Restricted Taxable Year must be a Quarterly Redemption Date not less than sixty (60) days after delivery of the related Schedule TO applicable Redemption Notice. Any Redemption Date that occurs in a year that is not a Restricted Taxable Year must be not less than seven (or any successor schedule, form or report7) or any other schedule required in connection with any offer by Business Days nor more than ten (10) Business Days after delivery of the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7applicable Redemption Notice.

Redemption Notice. In connection with To call any redemption of Securities pursuant to this Article 7Notes for Redemption, the Issuer must (i) deliver to each Holder of such Notes, the Trustee, the Conversion Agent and the Paying Agent a written notice of such Redemption (a “Redemption Notice”); and (ii) substantially contemporaneously therewith, either (x) issue a press release through such national newswire service as the Issuer then uses; (y) publish the same through such other widely disseminated public medium as the Issuer then uses, including its website; or (z) file or furnish a Form 8-K (or any successor form) with the SEC, in each case of clauses (x), (y) and (z), containing the information set forth in the Redemption Notice. Such Redemption Notice shall specify the Securities to be redeemed and shall must state: (ai) that such Notes have been called for Redemption, briefly describing the Issuer’s Redemption right under this Indenture; (ii) the Redemption DateDate for such Redemption; (biii) the Redemption PricePrice per $1,000 principal amount of Notes for such Redemption (and, if the Redemption Date is after a Regular Record Date and on or before the next Interest Payment Date, the amount, manner and timing of the interest payment payable pursuant to the proviso to Section 4.03(F)); (c) the Applicable Conversion Rate; (div) the name and address of the Paying Agent and the Conversion Agent; (ev) that Securities Notes called for redemption Redemption may be converted at any time before the Close of Business on the second (2nd) Business Day immediately preceding before the Redemption DateDate (or, if the Issuer fails to pay the Redemption Price due on such Redemption Date in full, at any time until such time as the Issuer pays such Redemption Price in full); (fvi) the Conversion Rate in effect on the Redemption Notice Date for such Redemption and a description and quantification of any adjustments to the Conversion Rate that Holders who want may result from such Redemption (including pursuant to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.175.07); (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (hvii) the aggregate principal amount Settlement Method that will apply to all conversions of Securities to be redeemedNotes with a Conversion Date that occurs on or after such Redemption Notice Date and on or before the second (2nd) Business Day before such Redemption Date; and (iviii) the CUSIP and ISIN numbers, if any Security is to be redeemed in part onlyany, upon surrender of the Notes. On or before the Redemption Notice Date, the Issuer will deliver a copy of such Security, a new Security or Securities in principal amount equal Redemption Notice to the unredeemed portion thereof will be issuedTrustee and the Paying Agent. A Redemption Notice At the Issuer’s request, given in an Officer’s Certificate delivered to the Trustee at least five (5) days prior to the requested date of delivery (or such shorter period of time as may be given by acceptable to the Company or, at the Company’s requestTrustee), the Trustee shall give such Redemption Notice notice in the CompanyIssuer’s name and at the Company’s expensename; provided provided, however that in all cases, the text of the such Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7Issuer.

Redemption Notice. (a) In connection with case the Corporation exercises its Optional Redemption right to redeem all or, as the case may be, any redemption part of Securities the Series C Convertible Preferred Stock pursuant to this Article 7Section 10.1, it shall fix a date for redemption (each, a “Redemption Date”) and it shall deliver a notice of such Optional Redemption (a “Redemption Notice”) not less than 10 nor more than 60 Business Days prior to the Redemption Date to each applicable Holder (including notice to or through DTC, if applicable). The Redemption Date must be a Business Day. (b) Each Redemption Notice shall specify the Securities to be redeemed and shall state: (ai) the time and place of redemption and the applicable Redemption Date; Price for the Series C Convertible Preferred Stock (bor the method of determination therefor), (ii) the Holder’s Conversion Rights pursuant to Section 7 hereof, (iii) the calculation of the Redemption Price; , (civ) the Applicable Conversion Rate; (d) the name and address proportion of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (h) the aggregate principal amount of Securities Price to be redeemed; and paid in cash and the proportion to be paid in shares of Common Stock and (iiv) if any Security in case the Series C Convertible Preferred Stock is to be redeemed in part only, upon surrender the number of such Securityshares of Series C Convertible Preferred Stock to be redeemed, a new Security or Securities and shall be delivered to each Holder in principal amount equal to the unredeemed portion thereof will be issued. accordance with Section 12. (c) A Redemption Notice may be given by the Company or, at the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared irrevocable. (d) If fewer than all of the outstanding shares of Series C Convertible Preferred Stock are to be redeemed pursuant to Section 10.1, the Transfer Agent shall select the shares of Series C Convertible Preferred Stock to be redeemed (which such number shall be a whole number) by lot, on a pro rata basis or by another method the Transfer Agent considers to be fair and appropriate (or as required by the Companyprocedures of DTC, if applicable). In connection with If any Series C Convertible Preferred Stock selected for partial redemption pursuant to this Article 7is submitted for conversion in part after such selection, the Company will, to the extent required, shares of Series C Convertible Preferred Stock submitted for conversion shall be deemed (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that so far as may be applicable at the time of the purchase of the Securities, (iipossible) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7portion selected for redemption.

Redemption Notice. The Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In connection with any redemption of Securities pursuant case, failure to this Article 7, give such Redemption Notice by mail or any defect in the Redemption Notice to the Holder of any Note designated for redemption as a whole or in part shall specify not affect the Securities validity of the proceedings for the redemption of any other Note. (a) Each Redemption Notice shall be given to be redeemed each Holder of Notes and shall state: (ai) the Redemption DateDate (which must be a Business Day); (bii) the Redemption Price; (ciii) in the Applicable Conversion Ratecase of a partial redemption, which Notes have been called for redemption; (div) that on the name Redemption Date, the Redemption Price will become due and address of payable upon each such Note, and that interest thereon, if any, shall cease to accrue on and after the Paying Agent and Conversion AgentRedemption Date; (ev) the place or places where such Notes are to be surrendered for payment of the Redemption Price; (vi) that Securities called Holders may surrender their Notes for redemption may be converted conversion at any time before prior to the Close of Business on the Business second Scheduled Trading Day immediately preceding the Redemption Date; (fvii) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17[reserved]; (gviii) that Securities called for redemption the procedures a converting Holder must be surrendered follow to convert its Notes and the Paying Agent for cancellation to collect the Redemption PriceCash Percentage; (hix) the aggregate principal amount Conversion Rate and, if applicable, the number of Securities to be redeemedAdditional Shares under Section 4.06; and (ix) the CUSIP, ISIN or other similar numbers, if any Security is any, assigned to be redeemed in part only, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. Notes. (b) A Redemption Notice may shall be given by the Company or, at the Company’s request, by the Trustee shall give such Redemption Notice in the Company’s name and at the expense of the Company’s expense; provided that the text Company shall have delivered to the Trustee, at least five (5) Business Days before the Redemption Notice is required to be given (or such shorter period agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and attaching the form of Redemption Notice and including the information to be stated in such notice. (c) A Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7irrevocable.

Redemption Notice. (a) The Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In connection with any redemption of Securities pursuant case, failure to this Article 7, give such Redemption Notice in the manner herein provided or any defect in the Redemption Notice to the Holder of any Note designated for redemption shall specify not affect the Securities to be redeemed and validity of the proceedings for the redemption of any other Note. (b) Each Redemption Notice shall statespecify: (ai) the date fixed for redemption (the “Redemption Date”); (bii) the Redemption Price; (ciii) the Applicable Conversion Rateplace or places where such Notes are to be surrendered for payment of the Redemption Price; (div) that on the name Redemption Date, the Redemption Price will become due and address of payable upon each Note to be redeemed, and that the Paying Agent interest thereon, if any, shall cease to accrue on and Conversion Agentafter the Redemption Date; (ev) that Securities called Holders may surrender all or any portion of their Notes for redemption may be converted exchange at any time before from the Close date of Business the Redemption Notice to the close of business on the Business Day immediately preceding the Redemption Date or, if the Company fails to pay the Redemption Price, such later date on which the Company pays the Redemption Price; (vi) the procedures an exchanging Holder must follow to exchange its Notes and, if the Guarantor chooses to elect a Settlement Method for any such exchange, the relevant Settlement Method; (vii) that Holders have the right to elect not to have their Notes redeemed by delivering to the Trustee written notice to that effect not later than the 15th calendar day prior to the Redemption Date; (fviii) that Holders who want wish to convert Securities elect not to have their Notes redeemed must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; (gix) that Securities called for redemption must be surrendered that, on and after the Redemption Date, Holders who elect not to have their Notes redeemed will not receive any Additional Amounts on any payments with respect to such Notes (whether upon exchange, repurchase, maturity or otherwise, and whether in cash, shares of Common Stock, a combination of cash and shares of Common Stock or otherwise), and all subsequent payments with respect to the Paying Agent Notes will be subject to any Tax required to be withheld or deducted under the laws of the relevant Tax Jurisdiction, provided that a Holder complying with the requirements for cancellation to collect exchange described under Section 15.02 before the close of business on the Business Day immediately preceding the Redemption PriceDate will be deemed to have validly delivered a notice of its election not to have its Notes redeemed and the Company or Guarantor, as applicable, will pay Additional Amounts with respect to such Holder’s exchange of its Notes; (hx) the aggregate principal amount of Securities to be redeemedExchange Rate; and (ixi) the CUSIP, ISIN or other similar numbers, if any Security is any, assigned to be redeemed in part only, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issuedNotes. A Redemption Notice may be given by the Company or, at the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7irrevocable.

Redemption Notice. In connection with any redemption To: Holders of Securities 7.5% 2017 unsecured convertible debentures (the “Debentures”) of NexGen Energy Ltd. (the “Corporation”) Note: All capitalized terms used herein have the meaning ascribed thereto in the Indenture (as defined below), unless otherwise indicated. Notice is hereby given pursuant to this Article 7Section 4.3 of the trust indenture dated July 21, 2017 (the “Indenture”) between the Corporation and Computershare Trust Company of Canada, as trustee (the “Trustee”), that [all Debentures outstanding US$ aggregate principal amount of the Debentures] will be redeemed as of (the “Redemption Date”), upon payment of a redemption amount of US$ for each US$1,000 principal amount of Debentures, being equal to the aggregate of (i) US$1,000 (the “Redemption Price”), and (ii) all accrued and unpaid interest thereon to but excluding the Redemption Notice shall specify the Securities to be redeemed and shall state: Date (a) the Redemption Date; (b) collectively with the Redemption Price; (c) , the Applicable Conversion Rate; (d) the name and address of the Paying Agent and Conversion Agent; (e) that Securities “Redemption Payment Amount”). The Debentures so called for redemption may shall cease to be converted convertible at any time before the Close of Business 5:00 p.m. (Vancouver Time) on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy . The Redemption Payment Amount will be payable upon presentation and surrender of the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; (g) that Securities Debentures called for redemption must be surrendered to at the Paying Agent for cancellation to collect following corporate trust office: Computershare Trust Company of Canada 3rd Floor – ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ Attention: Manager, Corporate Trust Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ The interest upon the Redemption Price; (h) the aggregate principal amount of Securities Debentures called for redemption shall cease to be redeemed; and (i) if any Security is to payable from and after the Redemption Date, unless payment of the Redemption Payment Amount shall not be redeemed in part only, upon made on presentation for surrender of such Security, a new Security Debentures at the above-mentioned corporate trust office on or Securities in principal amount equal after the Redemption Date or prior to the unredeemed portion thereof will be issued. A Redemption Notice may be given by the Company or, at the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text setting aside of the Redemption Notice shall be prepared by the Company. In connection with any redemption Payment Amount pursuant to this Article 7, the Company will, to the extent required, (i) comply with the provisions Indenture. DATED: NEXGEN ENERGY LTD. By: ___________________________ Authorized Signatory Schedule “C” Form of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7.Maturity Notice

Redemption Notice. In connection Notice of redemption (a “Redemption Notice”) shall be given in accordance with any redemption Section 12.08(c), to each Holder of Securities pursuant Notes (with a copy to this Article 7, the Trustee). (a) The Redemption Notice shall specify the Securities to be redeemed and shall state: (ai) the Redemption DateDate (which must be a Business Day); (bii) the Redemption Price; (ciii) that on the Applicable Conversion RateRedemption Date, the Redemption Price will become due and payable upon each such Note, and that interest thereon, if any, shall cease to accrue on and after said date; (div) the name and address place or places where such Notes are to be surrendered for payment of the Paying Agent and Conversion AgentRedemption Price; (ev) that Securities Holders have a right to convert the Notes called for redemption may upon satisfaction of the requirements set forth in this Indenture; (vi) the time at which the Holders’ right to convert the Notes called for redemption will expire, which will be converted at any time before the Close of Business on the second Business Day immediately preceding the Redemption Date; (fvii) that Holders who want the procedures a converting Holder must follow to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17its Notes; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (hviii) the aggregate principal amount Conversion Rate and, if applicable, the number of Securities to be redeemedAdditional Shares under Section 4.06; and (iix) the CUSIP, ISIN or other similar numbers, if any Security is any, assigned to be redeemed in part only, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. Notes. (b) A Redemption Notice may shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company; provided that the Company shall have delivered to the Trustee, at least five (5) Business Days before the Redemption Notice is required to be given (or such shorter period agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and attaching the form of Redemption Notice and including the information to be stated in such notice. (c) A Redemption Notice shall be irrevocable. (d) A Redemption Notice, if given in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not a Holder receives such notice. In any case, a failure to give such Redemption Notice or any defect in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with Holder of any Notes shall not affect the provisions validity of Rule 13e-4, Rule 14e-1 (or any successor provision) and the proceedings for the redemption of any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7Notes.

Redemption Notice. (a) In connection with case the Corporation exercises its Optional Redemption right to redeem all or, as the case may be, any redemption part of Securities the Series A Convertible Preferred Stock pursuant to this Article 7Section ‎10.1, it shall fix a date for redemption (each, a “Redemption Date”) and it shall deliver a notice of such Optional Redemption (a “Redemption Notice”) not less than 10 nor more than 60 Business Days prior to the Redemption Date to each applicable Holder (including notice to or through DTC, if applicable). The Redemption Date must be a Business Day. (b) Each Redemption Notice shall specify the Securities to be redeemed and shall state: (ai) the time and place of redemption and the applicable Redemption Date; Price for the Series A Convertible Preferred Stock (bor the method of determination therefor), (ii) the Holder’s Conversion Rights pursuant to Section ‎7 hereof, (iii) the calculation of the Redemption Price; , (civ) the Applicable Conversion Rate; (d) the name and address proportion of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (h) the aggregate principal amount of Securities Price to be redeemed; and paid in cash and the proportion to be paid in shares of Common Stock and (iiv) if any Security in case the Series A Convertible Preferred Stock is to be redeemed in part only, upon surrender the number of such Securityshares of Series A Convertible Preferred Stock to be redeemed, a new Security or Securities and shall be delivered to each Holder in principal amount equal to the unredeemed portion thereof will be issued. accordance with Section 12. (c) A Redemption Notice may be given by the Company or, at the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared irrevocable. (d) If fewer than all of the outstanding shares of Series A Convertible Preferred Stock are to be redeemed pursuant to Section ‎10.1, the Transfer Agent shall select the shares of Series A Convertible Preferred Stock to be redeemed (which such number shall be a whole number) by lot, on a pro rata basis or by another method the Transfer Agent considers to be fair and appropriate (or as required by the Companyprocedures of DTC, if applicable). In connection with If any Series A Convertible Preferred Stock selected for partial redemption pursuant to this Article 7is submitted for conversion in part after such selection, the Company will, to the extent required, shares of Series A Convertible Preferred Stock submitted for conversion shall be deemed (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that so far as may be applicable at the time of the purchase of the Securities, (iipossible) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7portion selected for redemption.

Redemption Notice. In connection with any (a) Subject to Section 3.8, at least 30 days but not more than 60 days before a Redemption Date, the Company shall mail or cause to be mailed a notice of redemption to each Holder of Securities pursuant (and to this Article 7, beneficial owners as required by applicable law) to be redeemed at such Holder's address as it appears on the Registrar's books (the "Redemption Notice"). (b) The Redemption Notice shall specify identify the Securities (including CUSIP numbers) to be redeemed and shall state: (a1) the Redemption Date; (b2) the Redemption PricePrice and if payment, whether in whole or in part, will be made in Shares; (c3) the Applicable then effective Conversion Rate; (d4) the name and address of the each Paying Agent and Conversion Agent; (e5) that Securities called for redemption may must be converted at any time before presented and surrendered to a Paying Agent to collect the Close Redemption Price; (6) that Holders who wish to convert Securities must surrender such Securities for conversion no later than the close of Business business on the Business Day immediately preceding the Redemption Date and must satisfy the other requirements set forth in paragraph 12 of the Securities and Article IV; (7) that, unless the Company has failed to make the payment of such Redemption Price which is due and payable, interest will cease to accrue on and after the Redemption Date; (f) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (h) the aggregate principal amount of Securities to be redeemed; and (i) 8) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed in part onlyand that, after the Redemption Date, upon presentation and surrender of such Security, a new Security or Securities in aggregate principal amount equal to the unredeemed portion thereof will be issued. A ; (9) if such Securities are being redeemed pursuant to Section 3.8, a description of the procedures which a Holder must follow if it chooses to exercise its right to not have its Securities redeemed; (10) if such Securities are being redeemed pursuant to Section 3.8, that Holders will be entitled to withdraw their election to not have Securities redeemed if the Company (if acting as its own Paying Agent), or the Paying Agent, receives, not later than the close of business on the Business Day immediately preceding the Redemption Date, a letter or telegram, telex or facsimile transmission (receipt of which is confirmed and promptly followed by a letter) setting forth the name of the Holder, and a statement that such Holder is withdrawing its election to not have a specified principal amount of Securities redeemed, the certificate numbers of such Securities being withdrawn, if applicable, and the principal amount, if any, of the Securities that remain subject to the Notice of Election; and (11) if Certificated Securities have been issued and fewer than all the outstanding Securities are to be redeemed, the certificate number and the principal amounts of the particular Securities to be redeemed. (c) If any of the Securities to be redeemed is in the form of a Global Security, then the Company shall modify the Redemption Notice may be given by to the Company or, at extent necessary to accord with the procedures of the Depositary applicable to redemptions. At the Company’s 's written request, which request shall (1) be irrevocable once given and (2) set forth all relevant information required by clauses (1) through (11) of Section 3.3(b), the Trustee shall give such the Redemption Notice to each Holder in the Company’s 's name and at the Company’s 's expense; provided provided, however, that in all cases, the text of the such Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, ; and provided further that the Company will, must make such request at least five Business Days prior to the extent required, (i) comply date by which such Redemption Notice must be given to the Holders in accordance with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7Section 3.3.

Redemption Notice. The Redemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In connection with any redemption of Securities pursuant case, failure to this Article 7, give such Redemption Notice by mail or any defect in the Redemption Notice to the Holder of any Note designated for redemption as a whole or in part shall specify not affect the Securities validity of the proceedings for the redemption of any other Note. (a) Each Redemption Notice shall be given to be redeemed each Holder of Notes and shall state: (ai) the Redemption DateDate (which must be a Business Day); (bii) the Redemption Price; (ciii) that the Applicable Conversion RateNotes have been called for Optional Redemption, briefly describing the Company’s Optional Redemption right under this Indenture; (div) that on the name Redemption Date, the Redemption Price will become due and address of payable upon each such Note, and that interest thereon, if any, shall cease to accrue on and after the Paying Agent and Conversion AgentRedemption Date; (ev) the place or places where such Notes are to be surrendered for payment of the Redemption Price; (vi) that Securities called Holders may surrender their Notes for redemption may be converted conversion at any time before prior to the Close close of business on the Business Day immediately preceding the applicable Redemption Date; (vii) the Cash Percentage, which will apply to all conversions after the Company issues such Redemption Notice and on or prior to the Business Day immediately preceding the Redemption Date; (fviii) that Holders who want the procedures a converting Holder must follow to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17its Notes; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (hix) the aggregate principal amount Conversion Rate and, if applicable, the number of Securities to be redeemedAdditional Shares under Section 14.03; and (ix) the CUSIP, ISIN or other similar numbers, if any Security is any, assigned to be redeemed in part only, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. Notes. (b) A Redemption Notice may shall be given by the Company or, at the Company’s request, by the Trustee shall give such Redemption Notice in the Company’s name and at the expense of the Company’s expense; provided that the text Company shall have delivered to the Trustee, at least three Business Days before the Redemption Notice is required to be given (or such shorter period agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and attaching the form of Redemption Notice and including the information to be stated in such notice. (c) A Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7irrevocable.

Redemption Notice. In connection with any redemption of Securities pursuant to this Article 7, If the Class B Redemption Notice shall specify have been given, then from and after the Securities Class B Redemption Date, unless the Partnership defaults in providing funds sufficient for such redemption at the time and place specified for payment pursuant to the Class B Redemption Notice, all Class B Preferred Unit Distributions on such Class B Preferred Units to be redeemed shall cease to accumulate and all rights of Class B Preferred Holders of such Class B Preferred Units as Limited Partners with respect to such Class B Preferred Units shall state: (a) cease, except the right to receive the Class B Redemption Price, plus an amount equal to all accumulated and unpaid distributions thereon to, but not including, the applicable Class B Redemption Date; (b) , regardless of whether declared, and such Class B Preferred Units shall not thereafter be transferred on the Redemption Price; (c) Partnership’s unit transfer books maintained by the Applicable Conversion Rate; (d) registrar and Transfer Agent or be deemed to be Outstanding for any purpose whatsoever. The Class B Preferred Holders shall have no claim to the name and address of interest income, if any, earned on such funds deposited with the Paying Agent. Any funds deposited with the Paying Agent and Conversion Agent; (e) that Securities called for redemption may be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (h) the aggregate principal amount of Securities to be redeemed; and (i) if any Security is to be redeemed in part only, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given hereunder by the Company orPartnership for any reason, at including, but not limited to, redemption of Class B Preferred Units, that remain unclaimed or unpaid one year after the Company’s requestapplicable Class B Redemption Date or other payment date, the Trustee as applicable, shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company willbe, to the extent requiredpermitted by law, (i) comply repaid to the Partnership upon its written request, after which repayment, the Class B Preferred Holders entitled to such redemption or other payment shall have recourse only to the Partnership. Notwithstanding any Class B Redemption Notice, there shall be no redemption of any Class B Preferred Units called for redemption until funds sufficient to pay the full Class B Redemption Price of such Class B Preferred Units, plus all accumulated and unpaid Class B Preferred Unit Distributions to, but not including, the applicable Class B Redemption Date, regardless of whether declared, shall have been deposited by the Partnership with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7Paying Agent.

Redemption Notice. In connection Notice of redemption (a “Redemption Notice”) shall be given in accordance with any redemption Section 13.08, to each Holder of Securities pursuant Notes (with a copy to this Article 7, the Trustee if notice is given by the Company). (a) The Redemption Notice shall specify the Securities to be redeemed and shall state: (ai) the Redemption Date; (b) time at which a Holder’s right to exchange the Redemption Price; (c) the Applicable Conversion Rate; (d) the name and address of the Paying Agent and Conversion Agent; (e) that Securities Notes called for redemption may will expire, which will be converted at any time before the Close of Business on the second Business Day immediately preceding the Redemption Date; (fii) that Holders who want to convert Securities the Redemption Date (which must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17be a Business Day); (giii) the Redemption Price, specifying whether a Make-Whole Premium is payable; (iv) that Securities called for redemption must on the Redemption Date, the Redemption Price will become due and payable upon each such Note, and that interest thereon, if any, shall cease to accrue on and after said date; (v) the place or places where such Notes are to be surrendered to the Paying Agent for cancellation to collect payment of the Redemption Price; (hvi) the aggregate principal amount Exchange Rate; (vii) whether the Company will pay any applicable Make-Whole Premium in cash, ADSs or a combination of Securities to be redeemedcash and ADSs; and (iviii) the CUSIP, ISIN or other similar numbers, if any Security is any, assigned to be redeemed in part only, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. Notes. (b) A Redemption Notice may shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company; provided that the Company shall have delivered to the Trustee, at least five (5) Business Days before the Redemption Notice is required to be given (or such shorter period agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and attaching the form of Redemption Notice and including the information to be stated in such notice. (c) A Redemption Notice, if given in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not a Holder receives such notice. In any case, a failure to give such Redemption Notice or any defect in the Company’s name and at Redemption Notice to the Company’s expense; provided that Holder of any Notes shall not affect the text validity of the proceedings for the redemption of any other Notes. (d) A Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7irrevocable.

Redemption Notice. In (i) Subject to the provisions set forth in this Section 11.01, each Member holding Common Units (other than USCo and USCo2) shall be entitled to cause the Company to redeem (a “Common Unit Redemption”) its Common Units at any time beginning on the date hereof, unless such Member has entered into a contractual lock-up agreement in connection with any redemption the Public Listing and relating to the shares of Securities pursuant Pubco that may be applicable to this Article 7such Member, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Member. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Manager and to Pubco. The Redemption Notice shall specify the Securities number of Common Units (the “Redeemed Units”), that the Redeeming Member intends to be redeemed have the Company redeem and shall state: a date (aunless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Date; (b) the Redemption Price; (c) the Applicable Conversion Rate; (d) the name and address of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may Right shall be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy completed, which complies with the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; 11.01(a)(ii) (gthe “Redemption Date”); provided that (x) that Securities called for redemption if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be surrendered a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the Paying Agent for cancellation to collect close of business on the Redemption Price; Date) (hA) the aggregate principal amount Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of Securities all liens and encumbrances, and (B) the Company shall transfer to be redeemed; and (i) the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), provided that, if any Security is such Units are certificated, the Company shall issue to be redeemed in part only, upon surrender the Redeeming Member a certificate for a number of such Security, a new Security or Securities in principal amount Common Units equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given difference (if any) between the number of Common Units evidenced by the Company or, at the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared certificate surrendered by the Company. In connection with any redemption Redeeming Member pursuant to clause (B) of this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provisionSection 11.01(a)(i) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, Redeemed Units. (ii) file Any Redemption Date that occurs in a Restricted Taxable Year must be a Quarterly Redemption Date not less than sixty (60) days after delivery of the related Schedule TO (or any successor schedule, form or report) or any other schedule required applicable Redemption Notice. Any Redemption Date that occurs in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to a year that is not a Restricted Taxable Year must be exercised in the time and in the manner specified in this Article 7.not less than seven

Redemption Notice. In connection Notice of redemption (a “Redemption Notice”) shall be given in accordance with any redemption Section 17.03, to each Holder of Securities pursuant Notes (with a copy to this Article 7, the Redemption Notice shall specify the Securities Trustee) to be redeemed and not more than 70 Scheduled Trading Days but not less than 55 Scheduled Trading Days (in accordance with the applicable procedures of DTC in the case of any Global Note) prior to the Redemption Date. (a) The Redemption Notice shall state: (ai) the Redemption DateDate (which must be a Business Day); (bii) the Redemption Price; (ciii) that on the Applicable Conversion RateRedemption Date, the Redemption Price will become due and payable upon each such Note, and that interest thereon, if any, shall cease to accrue on and after said date; (div) the name and address place or places where such Notes are to be surrendered for payment of the Paying Agent and Conversion AgentRedemption Price; (ev) that Securities Holders have a right to convert the Notes called for redemption may upon satisfaction of the requirements set forth in this Indenture; (vi) the time at which the Holders’ right to convert the Notes called for redemption will expire, which will be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; 87 NY\7714988.8 (vii) the procedures a converting Holder must follow to convert its Notes; (f) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (hviii) the aggregate principal amount Conversion Rate and, if applicable, the number of Securities to be redeemedAdditional Shares under Section 4.10; and (iix) the CUSIP, ISIN or other similar numbers, if any Security is any, assigned to be redeemed in part only, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. Notes. (b) A Redemption Notice may shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company; provided that the Company shall have delivered to the Trustee, at least five (5) Business Days before the Redemption Notice is required to be given (or such shorter period agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and attaching the form of Redemption Notice and including the information to be stated in such notice. (c) A Redemption Notice, if given in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not a Holder receives such notice. In any case, a failure to give such Redemption Notice or any defect in the Company’s name and at Redemption Notice to the Company’s expense; provided that Holder of any Notes shall not affect the text validity of the proceedings for the redemption of any other Notes. (d) A Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7irrevocable.

Redemption Notice. In connection Notice of redemption (a “Redemption Notice”) shall be given in accordance with any redemption Section 12.08, to each Holder of Securities pursuant Notes (with a copy to this Article 7, the Trustee). (a) The Redemption Notice shall specify the Securities to be redeemed and shall state: (ai) the Redemption DateDate (which must be a Business Day); (bii) the Redemption Price; (ciii) that on the Applicable Conversion RateRedemption Date, the Redemption Price will become due and payable upon each such Note, and that interest thereon, if any, shall cease to accrue on and after said date; (div) the name and address place or places where such Notes are to be surrendered for payment of the Paying Agent and Conversion AgentRedemption Price; (ev) that Securities Holders have a right to convert the Notes called for redemption may upon satisfaction of the requirements set forth in this Indenture; (vi) the Settlement Method and Observation Period which will apply to all conversions after the Company issues such Redemption Notice and on or prior to the second Business Day immediately preceding the Redemption Date (the “Redemption Period”); (vii) the time at which the Holders’ right to convert the Notes called for redemption will expire, which will be converted at any time before the Close of Business on the second Business Day immediately preceding the Redemption Date; (fviii) that Holders who want the procedures a converting Holder must follow to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17its Notes; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (hix) the aggregate principal amount Conversion Rate and, if applicable, the number of Securities to be redeemedAdditional Shares under Section 4.06(a); and (ix) the CUSIP, ISIN or other similar numbers, if any Security is any, assigned to be redeemed in part only, upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion thereof will be issued. Notes. (b) A Redemption Notice may shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company; provided that the Company shall have delivered to the Trustee, at least five (5) Business Days before the Redemption Notice is required to be given (or such shorter period agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and attaching the form of Redemption Notice and including the information to be stated in such notice. (c) A Redemption Notice, if given in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not a Holder receives such notice. In any case, a failure to give such Redemption Notice or any defect in the Company’s name and at Redemption Notice to the Company’s expense; provided that Holder of any Notes shall not affect the text validity of the proceedings for the redemption of any other Notes. (d) A Redemption Notice shall be prepared by the Company. In connection with any redemption pursuant to this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7irrevocable.

Redemption Notice. In (i) Subject to the provisions set forth in this Section 11.01, each Class B Unitholder (other than USCo2) shall be entitled (the “Redemption Right”) to cause the Company to redeem its Class B Units at any time after the Effective Time, unless such Class B Unitholder has entered into a contractual lock- up agreement in connection with any redemption the Arrangement Agreement, Floating Share Arrangement Agreement, or otherwise and relating to the shares of Securities pursuant Acreage or Pubco that may be applicable to this Article 7such Class B Unitholder, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Class B Unitholder (the “Redemption”). A Class B Unitholder desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Manager, to Acreage and to Pubco. The Redemption Notice shall specify the Securities to be redeemed and shall state: (ai) the number of Class B Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem; provided that the proportion of Redeemed Units subject to a Redemption Date; by a Redeeming Member must be 70% Class B Fixed Units and 30% Class B Floating Units; and (bii) a date (unless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Price; (c) the Applicable Conversion Rate; (d) the name and address of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may Right shall be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy completed, which complies with the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; 11.01(a)(ii) (gthe “Redemption Date”); provided that (x) that Securities called for redemption if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be surrendered a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the Paying Agent for cancellation to collect close of business on the Redemption Price; Date) (hA) the aggregate principal amount Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of Securities all liens and encumbrances, and (B) the Company shall transfer to be redeemed; and (i) the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), provided that, if any Security is such Units are certificated, the Company shall issue to be redeemed in part only, upon surrender the Redeeming Member a certificate for a number of such Security, a new Security or Securities in principal amount Class B Units equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given difference (if any) between the number of Class B Units evidenced by the Company or, at the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared certificate surrendered by the Company. In connection with any redemption Redeeming Member pursuant to clause (B) of this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provisionSection 11.01(a)(ii) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, Redeemed Units. (ii) file Any Redemption Date that occurs in a Restricted Taxable Year must be a Quarterly Redemption Date not less than sixty (60) days after delivery of the related Schedule TO (or any successor schedule, form or report) or any other schedule required applicable Redemption Notice. Any Redemption Date that occurs in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to a year that is not a Restricted Taxable Year must be exercised in the time and in the manner specified in this Article 7.not less than seven

Redemption Notice. In (i) Subject to the provisions set forth in this Section 11.01, each Member holding Common Units (other than the PC Corp) shall be entitled to cause the Company to redeem (a “Common Unit Redemption”) its Common Units at any time beginning on the date hereof, unless such Member has entered into a contractual lock-up agreement in connection with any redemption the Public Listing and relating to the shares of Securities pursuant Pubco that may be applicable to this Article 7such Member, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Member. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Manager and to PC Corp. The Redemption Notice shall specify the Securities number of Common Units (the “ Redeemed Units”), that the Redeeming Member intends to be redeemed have the Company redeem and shall state: a date (aunless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Date; (b) the Redemption Price; (c) the Applicable Conversion Rate; (d) the name and address of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may Right shall be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy completed, which complies with the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; 11.01(a)(ii) (gthe “Redemption Date”); provided that (x) that Securities called for redemption if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be surrendered a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager, PC Corp and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has delivered a timely Retraction Notice as provided in Section 11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the Paying Agent for cancellation to collect close of business on the Redemption Price; Date) (hA) the aggregate principal amount Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of Securities all liens and encumbrances, and (B) the Company shall transfer to be redeemed; and (i) the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), provided that, if any Security is such Units are certificated, the Company shall issue to be redeemed in part only, upon surrender the Redeeming Member a certificate for a number of such Security, a new Security or Securities in principal amount Common Units equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given difference (if any) between the number of Common Units evidenced by the Company or, at the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared certificate surrendered by the Company. In connection with any redemption Redeeming Member pursuant to clause (B) of this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provisionSection 11.01(a)(i) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, Redeemed Units. (ii) file Any Redemption Date that occurs in a Restricted Taxable Year must be a Quarterly Redemption Date not less than sixty (60) days after delivery of the related Schedule TO applicable Redemption Notice. Any Redemption Date that occurs in a year that is not a Restricted Taxable Year must be not less than seven (or any successor schedule, form or report7) or any other schedule required in connection with any offer by Business Days nor more than ten (10) Business Days after delivery of the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7applicable Redemption Notice.

Redemption Notice. In connection with Any notice of redemption given pursuant to Section 7(a) (“Redemption Notice”) will be given in writing by the Company by first class mail, postage prepaid, to each holder of record of Senior Preferred on the record date fixed for such redemption by the Board at such holder’s address as it appears on the stock books of the Company, provided that no failure to give such notice nor any deficiency therein will affect the validity of the procedure for redemption of Securities pursuant any shares of Senior Preferred except as to this Article 7, the holder or holders to whom the Company has failed to give such notice or whose notice was defective. The Redemption Notice shall specify the Securities to be redeemed and shall will state: (ai) the Redemption Dateredemption price; (bii) the Redemption Pricetotal number of shares of Senior Preferred being redeemed; (ciii) the Applicable Conversion Ratedate fixed for redemption by the Board, which date will occur within the applicable redemption period specified in Section 7(a) above (the “Redemption Date”); (div) the name place or places and address of manner in which the Paying Agent and Conversion Agent; (eholder is to surrender his or her certificate(s) that Securities called for redemption may be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; (g) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price; (h) the aggregate principal amount of Securities to be redeemedCompany; and (iv) if any Security is that dividends on the shares of Senior Preferred to be redeemed in part only, upon will cease to accumulate on the Redemption Date unless the Company defaults on the redemption price. Upon surrender of such Securitythe certificate(s) representing shares of Senior Preferred that are the subject of redemption pursuant to Section 7(a), a new Security duly endorsed (or Securities otherwise in principal amount equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given proper form for transfer, as determined by the Company orCompany), at the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name manner and at the Company’s expense; provided that the text of place designated in the Redemption Notice shall be prepared by and on the Company. In connection with any redemption pursuant to this Article 7Redemption Date, the Company will, full redemption price for such shares will be paid in cash to the extent requiredPerson whose name appears on such certificate(s) as the owner thereof, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provision) and any other tender offer rules under the Exchange Act that may each surrendered certificate will be applicable at the time of the purchase of the Securities, (ii) file the related Schedule TO (or any successor schedule, form or report) or any other schedule required in connection with any offer by the Company to purchase the Securities under the Exchange Act canceled and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7retired.

Redemption Notice. In (i) Subject to the provisions set forth in this Section 11.01, each Member holding Common Units (other than the PC Corp) shall be entitled to cause the Company to redeem (a “Common Unit Redemption”) its Common Units at any time beginning on the date hereof, unless such Member has entered into a contractual lock-up agreement in connection with any redemption the Public Listing and relating to the shares of Securities pursuant Pubco that may be applicable to this Article 7such Member, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Member. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Manager and to PC Corp. The Redemption Notice shall specify the Securities number of Common Units (the “ Redeemed Units”), that the Redeeming Member intends to be redeemed have the Company redeem and shall state: a date (aunless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Date; (b) the Redemption Price; (c) the Applicable Conversion Rate; (d) the name and address of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may Right shall be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy completed, which complies with the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; 11.01(a)(ii) (gthe “Redemption Date”); provided that (x) that Securities called for redemption if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be surrendered a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager, PC Corp and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has delivered a timely Retraction Notice as provided in Section 11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the Paying Agent for cancellation to collect close of business on the Redemption Price; Date) (hA) the aggregate principal amount Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of Securities all liens and encumbrances, and (B) the Company shall transfer to be redeemed; and (i) the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), provided that, if any Security is such Units are certificated, the Company shall issue to be redeemed in part only, upon surrender the Redeeming Member a certificate for a number of such Security, a new Security or Securities in principal amount Common Units equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given difference (if any) between the number of Common Units evidenced by the Company or, at the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared certificate surrendered by the Company. In connection with any redemption Redeeming Member pursuant to clause (B) of this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provisionSection 11.01(a)(i) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, Redeemed Units. (ii) file Any Redemption Date that occurs in a Restricted Taxable Year must be a Quarterly Redemption Date not less than sixty (60) days after delivery of the related Schedule TO (or any successor schedule, form or report) or any other schedule required applicable Redemption Notice. Any Redemption Date that occurs in connection with any offer by the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to a year that is not a Restricted Taxable Year must be exercised in the time and in the manner specified in this Article 7.not less than seven

Redemption Notice. In (i) Subject to the provisions set forth in this Section 11.01, each Member holding Common Units (other than USCo and USCo2) shall be entitled to cause the Company to redeem (a “Common Unit Redemption”) its Common Units at any time beginning on the date hereof, unless such Member has entered into a contractual lock-up agreement in connection with any redemption the Public Listing and relating to the shares of Securities pursuant Pubco that may be applicable to this Article 7such Member, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Member. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the “Redemption Notice”) to the Company with a copy to the Manager and to Pubco. The Redemption Notice shall specify the Securities number of Common Units (the “Redeemed Units”), that the Redeeming Member intends to be redeemed have the Company redeem and shall state: a date (aunless and to the extent that the Manager in its sole discretion agrees in writing to waive such time periods) on which exercise of the Redemption Date; (b) the Redemption Price; (c) the Applicable Conversion Rate; (d) the name and address of the Paying Agent and Conversion Agent; (e) that Securities called for redemption may Right shall be converted at any time before the Close of Business on the Business Day immediately preceding the Redemption Date; (f) that Holders who want to convert Securities must satisfy completed, which complies with the requirements set forth therein and in this Indenture, including the limitations on conversion set forth in Section 6.17; 11.01(a)(ii) (gthe “Redemption Date”); provided that (x) that Securities called for redemption if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be surrendered a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the Paying Agent for cancellation to collect close of business on the Redemption Price; Date) (hA) the aggregate principal amount Redeeming Member shall transfer and surrender the Redeemed Units to the Company, free and clear of Securities all liens and encumbrances, and (B) the Company shall transfer to be redeemed; and (i) the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), provided that, if any Security is such Units are certificated, the Company shall issue to be redeemed in part only, upon surrender the Redeeming Member a certificate for a number of such Security, a new Security or Securities in principal amount Common Units equal to the unredeemed portion thereof will be issued. A Redemption Notice may be given difference (if any) between the number of Common Units evidenced by the Company or, at the Company’s request, the Trustee shall give such Redemption Notice in the Company’s name and at the Company’s expense; provided that the text of the Redemption Notice shall be prepared certificate surrendered by the Company. In connection with any redemption Redeeming Member pursuant to clause (B) of this Article 7, the Company will, to the extent required, (i) comply with the provisions of Rule 13e-4, Rule 14e-1 (or any successor provisionSection 11.01(a)(i) and any other tender offer rules under the Exchange Act that may be applicable at the time of the purchase of the Securities, Redeemed Units. (ii) file Any Redemption Date that occurs in a Restricted Taxable Year must be a Quarterly Redemption Date not less than sixty (60) days after delivery of the related Schedule TO applicable Redemption Notice. Any Redemption Date that occurs in a year that is not a Restricted Taxable Year must be not less than seven (or any successor schedule, form or report7) or any other schedule required in connection with any offer by Business Days nor more than ten (10) Business Days after delivery of the Company to purchase the Securities under the Exchange Act and (iii) otherwise comply with all federal and state securities laws so as to permit the rights and obligations under this Article 7 to be exercised in the time and in the manner specified in this Article 7applicable Redemption Notice.