Common use of Redemption Right Clause in Contracts

Redemption Right. If the Rio Tinto Members own, in the aggregate, less than five percent (5%) (subject to adjustment to reflect any Units split or reverse Unit split, Unit distribution, Unit reclassification, recapitalization or similar event) of the Initial Units, the Company shall have the right to acquire by redemption all of the Common Membership Units held by the Rio Tinto Members (the "CPE Redemption Right") at a price to be paid by the Company equal to and in the form of the Cash Settlement. The Company shall exercise such right by giving written notice (the "CPE Redemption Notice") to the Rio Tinto Members with a copy to CPE. The CPE Redemption Notice shall state that the Company intends to acquire by redemption all of the Common Membership Units held by the Rio Tinto Members (the "CPE Redeemed Units") and shall specify a date, which is not more than sixty (60) Business Days after delivery of the CPE Redemption Notice or as otherwise agreed between the Company and the Rio Tinto Members, on which date exercise of the CPE Redemption Right shall be completed (the "CPE Redemption Date"). Unless CPE has assumed the rights and obligations of the Company with respect to the CPE Redemption Right pursuant to Section 8.3(b), then, on the CPE Redemption Date (i) the Rio Tinto Members shall transfer and surrender to the Company the CPE Redeemed Units and represent and warrant to the Company that the CPE Redeemed Units are owned by the Rio Tinto Members free and clear of all liens and encumbrances and (ii) the Company shall (x) cancel the CPE Redeemed Units, (y) pay to the Rio Tinto Members the Cash Settlement to which the Rio Tinto Members are entitled under this Section 8.3(a) and (z) revise Exhibit A accordingly to reflect the cancellation of the CPE Redeemed Units pursuant to this Section 8.3(a).

Redemption Right. If A. Common Units. (i) Subject to Section 8.6.C and Section 11.6.E, at any time on or after one (1) year following the Rio Tinto Members owndate of the initial issuance thereof (which, in the aggregate, less than five percent (5%) (subject to adjustment to reflect any Units split or reverse Unit split, Unit distribution, Unit reclassification, recapitalization or similar event) event of the Initial transfer of a Common Unit, shall be deemed to be the date that the Common Unit was issued to the original recipient thereof for purposes of this Section 8.6), the holder of a Common Unit (if other than the Managing Member or any Subsidiary of the Managing Member), including any LTIP Units that are converted into Class A Units, the Company shall have the right to acquire by redemption all of the Common Membership Units held by the Rio Tinto Members (the "CPE “Redemption Right"”) to require the Company to redeem such Common Unit, with such redemption to occur on the Specified Redemption Date and at a redemption price to be paid by the Company equal to and in the form of the Cash SettlementAmount to be paid by the Company. The Company Any such Redemption Right shall exercise such right by giving written notice (the "CPE be exercised pursuant to a Notice of Redemption Notice") delivered to the Rio Tinto Members Company (with a copy to CPEthe Managing Member) by the holder of the Units who is exercising the Redemption Right (the “Redeeming Member”). The CPE A Non-Managing Member may exercise the Redemption Notice shall state that the Company intends Right from time to acquire by redemption time, without limitation as to frequency, with respect to part or all of the Common Membership Units that it owns, as selected by the Non-Managing Member, provided, however, that a Non-Managing Member may not exercise the Redemption Right for fewer than one thousand (1,000) Common Units of a particular class unless such Redeeming Member then holds fewer than one thousand (1,000) Common Units of that class, in which event the Redeeming Member must exercise the Redemption Right for all of the Common Units held by such Redeeming Member in that class, and provided further that, with respect to a Non-Managing Member which is an entity, such Non-Managing Member may exercise the Rio Tinto Members Redemption Right for fewer than one thousand (1,000) Common Units without regard to whether or not such Non-Managing Member is exercising the "CPE Redeemed Redemption Right for all of the Common Units held by such Non-Managing Member as long as such Non-Managing Member is exercising the Redemption Right on behalf of one or more of its equity owners in respect of one hundred percent (100%) of such equity owners’ interests in such Non-Managing Member. (ii) The Redeeming Member shall have no right with respect to any Common Units so redeemed to receive any distributions paid in respect of a Company Record Date for distributions in respect of Common Units after the Specified Redemption Date with respect to such Common Units". (iii) The Assignee of any Non-Managing Member may exercise the rights of such Non-Managing Member pursuant to this Section 8.6, and such Non-Managing Member shall be deemed to have assigned such rights to such Assignee and shall specify a datebe bound by the exercise of such rights by such Non-Managing Member’s Assignee. In connection with any exercise of such rights by such Assignee on behalf of such Non-Managing Member, the Cash Amount shall be paid by the Company directly to such Assignee and not to such Non-Managing Member. (iv) If the Managing Member Entity provides notice to the Non-Managing Members, pursuant to Section 8.5.C hereof, the Redemption Right shall be exercisable, without regard to whether the Common Units have been outstanding for any specified period, during the period commencing on the date on which the Managing Member Entity provides such notice and ending on the record date to determine stockholders eligible to receive such distribution or to vote upon the approval of such merger, sale or other extraordinary transaction (or, if no such record date is not more applicable, at least twenty (20) Business Days before the consummation of such merger, sale or other extraordinary transaction). If this subparagraph (iv) applies, the Specified Redemption Date is the date on which the Company and the Managing Member receive notice of exercise of the Redemption Right, rather than sixty ten (6010) Business Days after delivery receipt of the CPE Redemption Notice or as otherwise agreed between the Company and the Rio Tinto Members, on which date exercise of the CPE Redemption Right shall be completed (the "CPE Redemption Date"). Unless CPE has assumed the rights and obligations of the Company with respect to the CPE Redemption Right pursuant to Section 8.3(b), then, on the CPE Redemption Date (i) the Rio Tinto Members shall transfer and surrender to the Company the CPE Redeemed Units and represent and warrant to the Company that the CPE Redeemed Units are owned by the Rio Tinto Members free and clear of all liens and encumbrances and (ii) the Company shall (x) cancel the CPE Redeemed Units, (y) pay to the Rio Tinto Members the Cash Settlement to which the Rio Tinto Members are entitled under this Section 8.3(a) and (z) revise Exhibit A accordingly to reflect the cancellation of the CPE Redeemed Units pursuant to this Section 8.3(a)Redemption.

Redemption Right. If the Rio Tinto Members own(a) Subject to Sections 8.4(b), in the aggregate8.4(c), less than five percent (5%) (subject to adjustment to reflect any Units split or reverse Unit splitand 8.4(d), Unit distribution, Unit reclassification, recapitalization or similar event) of the Initial Units, the Company each Non-Managing Member shall have the right to acquire by redemption all right, commencing on the third anniversary of the Common Membership Operations Date (the "Redemption Right"), to require the Company to redeem on a Specified Redemption Date all or a portion of the Member Units held by the Rio Tinto Members (the "CPE Redemption Right") such Non-Managing Member at a redemption price to be paid by the Company equal to and in the form of the Cash SettlementAmount to be paid by the Company, provided that such Member Units shall have been outstanding for at least twelve months immediately prior to such third anniversary. The Company Redemption Right shall exercise such right by giving written notice (the "CPE be exercised pursuant to a Notice of Redemption Notice") delivered to the Rio Tinto Members Company (with a copy to CPE. The CPE the Corporate Manager) by the Non-Managing Member who is exercising the Redemption Notice shall state Right (the "Redeeming Member"); provided, however, that the Company intends shall not be obligated to acquire by redemption satisfy such Redemption Right if the Corporate Manager elects to purchase the Member Units subject to the Notice of Redemption; and provided, further, that no Non-Managing Member may deliver more than two Notices of Redemption during each calendar year. A Non-Managing Member may not exercise the Redemption Right for less than 5,000 Member Units or, if such Non-Managing Members holds less than 5,000 Member Units, all of the Common Membership Member Units held by such Member. The Redeeming Member shall have no right, with respect to any Member Units so redeemed, to receive any distribution paid with respect to Member Units if the Rio Tinto Members record date for such distribution is on or after the Specified Redemption Date. (b) Notwithstanding the "CPE Redeemed Units") provisions of Section 8.4(a), a Non-Managing Member that exercises the Redemption Right shall be deemed to have offered to sell the Member Units described in the Notice of Redemption to the Corporate Manager, and the Corporate Manager may, in its sole and absolute discretion, elect to purchase directly and acquire such Member Units by paying to the Redeeming Member either the Cash Amount or the Corporate Shares Amount, as elected by the Corporate Manager (in its sole and absolute discretion), on the Specified Redemption Date, whereupon the Corporate Manager shall acquire the Member Units offered for redemption by the Redeeming Member and shall specify be treated for all purposes of this Agreement as the owner of such Member Units. If the Corporate Manager shall elect to exercise its right to purchase Member Units under this Section 8.4(b) with respect to a dateNotice of Redemption, which is not more than sixty (60) it shall so notify the Redeeming Member within five Business Days after delivery the receipt by the Corporate Manager of such Notice of Redemption. In the event the Corporate Manager shall exercise its right to purchase Member Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.4(b), the Company shall have no obligation to pay any amount to the Redeeming Member with respect to such Redeeming Member's exercise of such Redemption Right, and each of the CPE Redemption Notice or as otherwise agreed between Redeeming Member, the Company and the Rio Tinto Members, on which date Corporate Manager shall treat the transaction between the Corporate Manager and the Redeeming Member for federal income tax purposes as a sale of the Redeeming Member's Units to the Corporate Manager. Each Redeeming Member agrees to execute such documents as the Corporate Manager may reasonably require in connection with the issuance of Corporate Shares upon exercise of the CPE Redemption Right shall Right. (c) Any Cash Amount to be completed (the "CPE Redemption Date"). Unless CPE has assumed the rights and obligations of the Company with respect paid to the CPE Redemption Right pursuant to Section 8.3(b), then, on the CPE Redemption Date (i) the Rio Tinto Members shall transfer and surrender to the Company the CPE Redeemed Units and represent and warrant to the Company that the CPE Redeemed Units are owned by the Rio Tinto Members free and clear of all liens and encumbrances and (ii) the Company shall (x) cancel the CPE Redeemed Units, (y) pay to the Rio Tinto Members the Cash Settlement to which the Rio Tinto Members are entitled under this Section 8.3(a) and (z) revise Exhibit A accordingly to reflect the cancellation of the CPE Redeemed Units a Redeeming Member pursuant to this Section 8.3(a8.4 shall be paid on the Specified Redemption Date; provided, however, that the Corporate Manager may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the Corporate Manager to cause additional Corporate Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the Corporate Manager agrees to use its best efforts to cause the closing of the acquisition of redeemed Member Units hereunder to occur as quickly as reasonably possible. (d) The exercise by Members of their Redemption Rights shall be subject to the provisions of Section 9.2(c). The rights provided by this Section 8.4 shall be in lieu of any rights provided to the Members under Wisconsin Statutes Section 196.485(3m)(c)4.

Redemption Right. If (i) Upon the Rio Tinto terms and subject to the conditions set forth in this Section 4.6, each of the Members own, in (other than the aggregate, less than five percent (5%PubCo Holdings Group) (subject the “Redeeming Member”) shall be entitled to adjustment cause the Company to reflect any redeem all or a portion of such Member’s Units split or reverse Unit split, Unit distribution, Unit reclassification, recapitalization or similar event) (together with the surrender and delivery of the Initial Unitssame number of Class B Shares) for an equivalent number of Class A Shares (a “Redemption”) or, at the Company Company’s election made in accordance with Section 4.6(a)(iii), cash equal to the Cash Election Amount calculated with respect to such Redemption. Absent the prior written consent of the Managing Member, with respect to each Redemption, a Redeeming Member shall have be (A) required to redeem at least a number of Units equal to the right to acquire by redemption lesser of [●]1 Units and all of the Common Membership Units then held by such Redeeming Member and (B) permitted to effect a Redemption of Units no more frequently than once per calendar quarter. The Managing Member may, in its discretion, adopt a policy to limit quarterly exchanges to a particular date or period during each quarter by providing notice of such limitation to all Members prior to the Rio Tinto Members beginning of the relevant quarter. Notwithstanding the foregoing, and subject to Section 4.6(j), a Redeeming Member may exercise its Redemption right (x) with respect to at least [●]2 Units at any time and (y) with respect to any of such Member’s Units if such Redemption right is exercised in connection with a valid exercise of such Member’s rights to have the "CPE Class A Shares issuable in connection with such Redemption Right") at to participate in an offering of securities pursuant to Section 2 of the Registration Rights Agreement. Upon the Redemption of all of a price Member’s Units, such Member shall, for the avoidance of doubt, cease to be paid by the Company equal to and in the form a Member of the Cash Settlement. The Company Company. (ii) In order to exercise the redemption right under Section 4.6(a)(i), the Redeeming Member shall exercise such right by giving provide written notice (the "CPE “Redemption Notice"”) to the Rio Tinto Members Company, with a copy to CPE. The CPE PubCo (the date of delivery of such Redemption Notice, the “Redemption Notice shall state that Date”), stating: (A) the number of Units (together with the surrender and delivery of an equal number of Class B Shares) the Redeeming Member elects to have the Company intends redeem; (B) if the Class A Shares to acquire by redemption all be received are to be issued other than in the name of the Common Membership Units held by Redeeming Member, the Rio Tinto Members (the "CPE Redeemed Units"name(s) and shall specify a date, which is not more than sixty (60) Business Days after delivery of the CPE Redemption Notice Person(s) in whose name or as otherwise agreed between on whose order the Company and Class A Shares are to be issued; (C) whether the Rio Tinto Members, on which date exercise of the CPE Redemption Right shall redemption right is to be completed contingent (including as to timing) upon the "CPE Redemption Date"). Unless CPE has assumed the rights and obligations closing of a Public Offering of the Company with respect to Class A Shares for which the CPE Redemption Right pursuant to Section 8.3(b)Units will be redeemed or the closing of an announced merger, then, on the CPE Redemption Date (i) the Rio Tinto Members shall transfer and surrender to the Company the CPE Redeemed Units and represent and warrant to the Company that the CPE Redeemed Units are owned by the Rio Tinto Members free and clear of all liens and encumbrances and (ii) the Company shall (x) cancel the CPE Redeemed Units, (y) pay to the Rio Tinto Members the Cash Settlement consolidation or other transaction or event to which PubCo is a party in which the Rio Tinto Members are entitled under this Section 8.3(a) and Class A Shares would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property (z) revise Exhibit A accordingly to reflect the cancellation of the CPE Redeemed Units pursuant to this Section 8.3(asuch contingency, a “Redemption Contingency”).; and

Redemption Right. If A. Subject to Sections 8.6(B) and 8.6(C) hereof and at any time on or after such date as expressly provided for in any agreement entered into between the Rio Tinto Members ownPartnership and any Limited Partner, in each holder of a Common Unit (if other than the aggregate, less than five percent (5%General Partner) (subject to adjustment to reflect any Units split or reverse Unit split, Unit distribution, Unit reclassification, recapitalization or similar event) of the Initial Units, the Company shall have the right (the “Redemption Right”) to acquire by redemption require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Membership Units Units) held by the Rio Tinto Members (the "CPE Redemption Right") such holder at a redemption price to be paid by the Company equal to and in the form of the Cash SettlementAmount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Company Redemption Right shall exercise such right by giving written notice (the "CPE be exercised pursuant to a Notice of Redemption Notice") delivered to the Rio Tinto Members Partnership (with a copy to CPE. The CPE Redemption Notice shall state the General Partner) by the holder who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Company intends Partnership shall not be obligated to acquire by redemption satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). A holder under this Section 8.6(A) may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder holds less than 1,000 Partnership Units, all of the Common Membership Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Rio Tinto Members (Specified Redemption Date. The Assignee of any holder herein may exercise the "CPE Redeemed Units") rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall specify a date, which is not more than sixty (60) Business Days after delivery of be bound by the CPE Redemption Notice or as otherwise agreed between the Company and the Rio Tinto Members, on which date exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the CPE Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption. AmericasActive:14394732.5 B. Notwithstanding the provisions of Section 8.6(A), a Limited Partner that exercises the Redemption Right shall be completed (deemed to have offered to sell the "CPE Partnership Units described in the Notice of Redemption to the Operating Partnership, and the Operating Partnership may, in its sole and absolute discretion, elect to purchase directly and acquire such Partnership Units by paying to the Redeeming Partner either the Cash Amount or the OP Unit Amount, as elected by the Operating Partnership in its sole and absolute discretion, on the Specified Redemption Date"), whereupon the Operating Partnership shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. If the Operating Partnership shall elect to exercise its right to purchase Partnership Units under this Section 8.6(B) with respect to a Notice of Redemption, it shall so notify the Redeeming Partner within five Business Days after the receipt by it of such Notice of Redemption. Unless CPE has assumed the rights Operating Partnership (in its sole and obligations of absolute discretion) shall exercise its right to purchase Partnership Units from the Company Redeeming Partner pursuant to this Section 8.6(B), the Operating Partnership shall not have any obligation to the Redeeming Partner or the Partnership with respect to the CPE Redeeming Partner’s exercise of the Redemption Right. In the event the Operating Partnership shall exercise its right to purchase Partnership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.6(B), the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such Redemption Right, and each of the Redeeming Partner, the Partnership and the Operating Partnership shall treat the transaction between the Operating Partnership and the Redeeming Partner, for federal income tax purposes, as a sale of the Redeeming Partner’s Partnership Units to the Operating Partnership. Each Redeeming Partner agrees to execute such documents as the Operating Partnership may reasonably require in connection with the issuance of OP Units upon exercise of the Redemption Right. In case of any reclassification of OP Units (including, but not limited to, any reclassification upon a consolidation or merger in which the Operating Partnership is the surviving entity) into securities other than OP Units, for purposes of this Section 8.6(B), the Operating Partnership (or its successor) may thereafter exercise its right to purchase Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of OP Units for which such Partnership Units could be purchased pursuant to this Section immediately prior to such reclassification. C. Notwithstanding the provisions of Section 8.6(A) and Section 8.6(B), a Partner shall not be entitled to exercise the Redemption Right pursuant to Section 8.3(b), then, 8.6(A) to the extent that the delivery of OP Units to such Partner on the CPE Specified Redemption Date by the Operating Partnership pursuant to Section 8.6(B) (regardless of whether or not the Operating Partnership would in fact exercise its rights under Section 8.6(B)) would (i) be prohibited, as determined in the Rio Tinto Members shall transfer and surrender sole discretion of the Operating Partnership, by law or any other agreement applicable to the Company Operating Partnership or (ii) cause the CPE Redeemed acquisition of OP Units by such Partner to be “integrated” with any other distribution of OP Units for purposes of complying with the Securities Act. D. Each Partner covenants and represent and warrant agrees that all Partnership Units delivered for redemption shall be delivered to the Company that the CPE Redeemed Units are owned by the Rio Tinto Members Partnership free and clear of all liens and encumbrances and (ii) the Company shall (x) cancel the CPE Redeemed Unitsliens; and, (y) pay notwithstanding anything contained herein to the Rio Tinto Members contrary, the Cash Settlement Partnership shall be under no obligation to acquire Partnership Units which the Rio Tinto Members are entitled under this Section 8.3(a) and (z) revise Exhibit A accordingly or may be subject to reflect the cancellation any liens. Each Partner further agrees that, if any state or local property transfer tax is payable as a result of the CPE Redeemed transfer of its Partnership Units pursuant to this Section 8.3(a).the Partnership, such Partner shall assume and pay such transfer tax. AmericasActive:14394732.5

Redemption Right. If (a) Subject to Sections 8.6(b) and 8.6(c) at any time on or after one year following the Rio Tinto Members owndate of the initial issuance thereof (which, in the aggregate, less than five percent (5%) (subject to adjustment to reflect any Units split or reverse Unit split, Unit distribution, Unit reclassification, recapitalization or similar event) event of the Initial transfer of a Class B Unit, shall be deemed to be the date that such Class B Unit was issued to the original recipient thereof for purposes of this Section 8.6), the holder of a Class B Unit, including any LTIP Units that are converted into Class B Units, the Company shall have the right right, (the “Redemption Right”) to acquire by redemption require the Company to redeem, on a Specified Redemption Date all or a portion of the Common Membership Class B Units held by the Rio Tinto Members (the "CPE Redemption Right") such Member at a redemption price to be paid by the Company per Class B Unit equal to and in the form of the Cash SettlementAmount to be paid by the Company. The Company Redemption Right shall exercise such right by giving written notice (the "CPE be exercised pursuant to a Notice of Redemption Notice") delivered to the Rio Tinto Members Company (with a copy to CPE. The CPE Redemption Notice shall state the Manager) by the Member who is exercising the redemption right (the “Redeeming Member”); provided, however, that the Company intends shall not be obligated to acquire by redemption satisfy such Redemption Right if NHT Holdings elects to purchase the Class B Units subject to the Notice of Redemption pursuant to Section 8.6(b). A Member may not exercise the Redemption Right for less than 1,000 Class B Units at any one time or, if such Member holds less than 1,000 Class B Units, all of the Common Membership Class B Units held by such Member. The Redeeming Member shall have no right with respect to any Class B Units so redeemed, to receive any distributions paid on or after the Rio Tinto Members (Specified Redemption Date. The Assignee of any Member may exercise the "CPE Redeemed Units") rights of such Member pursuant to this Section 8.6, and such Member shall be deemed to have assigned such rights to such Assignee and shall specify be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a dateMember, which is not more than sixty (60) Business Days after delivery of the CPE Redemption Notice or as otherwise agreed between Cash Amount shall be paid by the Company directly to such Assignee and not to such Member. Any Class B Units redeemed by the Rio Tinto MembersCompany pursuant to this Section 8.6(a) shall be cancelled upon such redemption. (b) Notwithstanding the provisions of Section 8.6(a), on which date exercise of a Member that exercises the CPE Redemption Right shall be completed deemed to have offered to sell the Class B Units described in the Notice of Redemption to NHT Holdings, and NHT Holdings may, in its sole and absolute discretion, elect to purchase directly and acquire such Class B Units by paying to the Redeeming Member the Redemption Amount in the form of the Cash Amount or the REIT Units Amount, as elected by NHT Holdings (in its sole and absolute discretion), on the "CPE Specified Redemption Date"), whereupon NHT Holdings shall acquire the Class B Units offered for redemption by the Redeeming Member and shall be treated for all purposes of this Agreement as the owner of such Class B Units. If NHT Holdings shall elect to exercise its right to purchase Class B Units under this Section 8.6(b) with respect to a Notice of Redemption, it shall so notify the Redeeming Member within five Business Days after the receipt by it of such Notice of Redemption. Unless CPE has assumed NHT Holdings (in its sole and absolute discretion) shall exercise its right to purchase Class B Units from the rights and obligations of Redeeming Member pursuant to this Section 8.6(b), NHT Holdings shall not have any obligation to the Redeeming Member or the Company with respect to the CPE Redeeming Member’s exercise of the Redemption Right. In the event NHT Holdings shall exercise its right to purchase Class B Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.6(b), the Company shall have no obligation to pay any amount to the Redeeming Member with respect to such Redeeming Member’s exercise of such Redemption Right, and each of the Redeeming Member, the Company and NHT Holdings shall treat the transaction between NHT Holdings and the Redeeming Member, for federal income tax purposes, as a sale of the Redeeming Member’s Class B Units to NHT Holdings. Each Redeeming Member agrees to execute such documents as NHT or NHT Holdings may reasonably require in connection with the issuance of REIT Units upon exercise of the Redemption Right. In case of any reclassification of the REIT Units (including, but not limited to, any reclassification upon a consolidation or merger in which NHT is the continuing corporation) into securities other than REIT Units, for purposes of this Section 8.6(b), NHT Holdings (or its successor) may thereafter exercise its right to purchase Class B Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of REIT Units for which such Class B Units could be purchased pursuant to this Section 8.6(b) immediately prior to such reclassification. (c) Notwithstanding the provisions of Section 8.6(a) and Section 8.6(b), a Member shall not be entitled to exercise the Redemption Right pursuant to Section 8.3(b), then, 8.6(a) to the extent that the delivery of REIT Units to such Member on the CPE Specified Redemption Date by NHT Holdings pursuant to Section 8.6(b) (regardless of whether or not NHT Holdings would in fact exercise its rights under Section 8.6(b)) would (i) be prohibited, as determined in the Rio Tinto Members sole discretion of NHT or NHT Holdings, under the Declaration of Trust or (ii) cause the acquisition of REIT Units by such Member to be “integrated” with any other distribution of REIT Units for purposes of complying with the Securities Act. (d) Each Member covenants and agrees that all Class B Units delivered for redemption shall transfer and surrender be delivered to the Company the CPE Redeemed Units and represent and warrant to the Company that the CPE Redeemed Units are owned by the Rio Tinto Members free and clear of all liens and encumbrances and (ii) liens; and, notwithstanding anything contained herein to the contrary, the Company shall (x) cancel be under no obligation to acquire Class B Units which are or may be subject to any liens. Each Member further agrees that, if any state or local property transfer tax is payable as a result of the CPE Redeemed Units, (y) pay transfer of its Class B Units to the Rio Tinto Members Company, such Member shall assume and pay such transfer tax. (e) Notwithstanding anything in this Agreement, in no event shall the Cash Settlement Class B Unitholders be entitled to which receive REIT Units if such action would jeopardize NHT’s status as a “mutual fund trust” under the Rio Tinto Members are entitled under Tax Act. In the event this Section 8.3(a8.6(e) and (z) revise Exhibit A accordingly to reflect applies, the cancellation rights of the CPE Redeemed Units pursuant to a Class B Unitholder will remain unaffected until such time as such exchange may be made in accordance with this Section 8.3(a8.6(e).

Redemption Right. If A. Subject to Sections 8.6(B) and 8.6(C) hereof and at any time on or after such date as expressly provided for in any agreement entered into between the Rio Tinto Members ownPartnership and any Limited Partner, in each holder of a Common Unit (if other than the aggregate, less than five percent (5%General Partner) (subject to adjustment to reflect any Units split or reverse Unit split, Unit distribution, Unit reclassification, recapitalization or similar event) of the Initial Units, the Company shall have the right (the “Redemption Right”) to acquire by redemption require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Membership Units Units) held by the Rio Tinto Members (the "CPE Redemption Right") such holder at a redemption price to be paid by the Company equal to and in the form of the Cash SettlementAmount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Company Redemption Right shall exercise such right by giving written notice (the "CPE be exercised pursuant to a Notice of Redemption Notice") delivered to the Rio Tinto Members Partnership (with a copy to CPE. The CPE Redemption Notice shall state the General Partner) by the holder who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Company intends Partnership shall not be obligated to acquire by redemption satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). A holder under this Section 8.6(A) may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder holds less than 1,000 Partnership Units, all of the Common Membership Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Rio Tinto Members (Specified Redemption Date. The Assignee of any holder herein may exercise the "CPE Redeemed Units") rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall specify a date, which is not more than sixty (60) Business Days after delivery of be bound by the CPE Redemption Notice or as otherwise agreed between the Company and the Rio Tinto Members, on which date exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the CPE Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption. B. Notwithstanding the provisions of Section 8.6(A), a Limited Partner that exercises the Redemption Right shall be completed (deemed to have offered to sell the "CPE Partnership Units described in the Notice of Redemption to the Operating Partnership, and the Operating Partnership may, in its sole and absolute discretion, elect to purchase directly and acquire such Partnership Units by paying to the Redeeming Partner either the Cash AmericasActive:14394763.5 Amount or the OP Unit Amount, as elected by the Operating Partnership in its sole and absolute discretion, on the Specified Redemption Date"), whereupon the Operating Partnership shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. If the Operating Partnership shall elect to exercise its right to purchase Partnership Units under this Section 8.6(B) with respect to a Notice of Redemption, it shall so notify the Redeeming Partner within five Business Days after the receipt by it of such Notice of Redemption. Unless CPE has assumed the rights Operating Partnership (in its sole and obligations of absolute discretion) shall exercise its right to purchase Partnership Units from the Company Redeeming Partner pursuant to this Section 8.6(B), the Operating Partnership shall not have any obligation to the Redeeming Partner or the Partnership with respect to the CPE Redeeming Partner’s exercise of the Redemption Right. In the event the Operating Partnership shall exercise its right to purchase Partnership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.6(B), the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such Redemption Right, and each of the Redeeming Partner, the Partnership and the Operating Partnership shall treat the transaction between the Operating Partnership and the Redeeming Partner, for federal income tax purposes, as a sale of the Redeeming Partner’s Partnership Units to the Operating Partnership. Each Redeeming Partner agrees to execute such documents as the Operating Partnership may reasonably require in connection with the issuance of OP Units upon exercise of the Redemption Right. In case of any reclassification of OP Units (including, but not limited to, any reclassification upon a consolidation or merger in which the Operating Partnership is the surviving entity) into securities other than OP Units, for purposes of this Section 8.6(B), the Operating Partnership (or its successor) may thereafter exercise its right to purchase Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of OP Units for which such Partnership Units could be purchased pursuant to this Section immediately prior to such reclassification. C. Notwithstanding the provisions of Section 8.6(A) and Section 8.6(B), a Partner shall not be entitled to exercise the Redemption Right pursuant to Section 8.3(b), then, 8.6(A) to the extent that the delivery of OP Units to such Partner on the CPE Specified Redemption Date by the Operating Partnership pursuant to Section 8.6(B) (regardless of whether or not the Operating Partnership would in fact exercise its rights under Section 8.6(B)) would (i) be prohibited, as determined in the Rio Tinto Members shall transfer and surrender sole discretion of the Operating Partnership, by law or any other agreement applicable to the Company Operating Partnership or (ii) cause the CPE Redeemed acquisition of OP Units by such Partner to be “integrated” with any other distribution of OP Units for purposes of complying with the Securities Act. D. Each Partner covenants and represent and warrant agrees that all Partnership Units delivered for redemption shall be delivered to the Company that the CPE Redeemed Units are owned by the Rio Tinto Members Partnership free and clear of all liens and encumbrances and (ii) the Company shall (x) cancel the CPE Redeemed Unitsliens; and, (y) pay notwithstanding anything contained herein to the Rio Tinto Members contrary, the Cash Settlement Partnership shall be under no obligation to acquire Partnership Units which the Rio Tinto Members are entitled under this Section 8.3(a) and (z) revise Exhibit A accordingly or may be subject to reflect the cancellation any liens. Each Partner further agrees that, if any state or local property transfer tax is payable as a result of the CPE Redeemed transfer of its Partnership Units pursuant to this Section 8.3(a).the Partnership, such Partner shall assume and pay such transfer tax. AmericasActive:14394763.5

Redemption Right. If the Rio Tinto Members own(a) Subject to Sections 8.4(b), in the aggregate8.4(d), less than five percent (5%) (subject to adjustment to reflect any Units split or reverse Unit splitand 8.4(g), Unit distribution, Unit reclassification, recapitalization or similar event) of the Initial Units, the Company each Non-Managing Member shall have the right (the “Redemption Right”), to acquire by redemption require the Company to redeem on a Specified Redemption Date all or a portion of the Common Membership Member Units held by the Rio Tinto Members (the "CPE Redemption Right") such Non-Managing Member at a redemption price to be paid by the Company equal to and in the form of the Cash SettlementAmount to be paid by the Company, provided that such Member Units shall have been outstanding for at least twelve months immediately prior to such Specified Redemption Date. The Company Redemption Right shall exercise such right by giving written notice (the "CPE be exercised pursuant to a Notice of Redemption Notice") delivered to the Rio Tinto Members Company (with a copy to CPE. The CPE the Corporate Manager) by the Non-Managing Member who is exercising the Redemption Notice shall state Right (the “Redeeming Member”); provided, however, that the Company intends shall not be obligated to acquire by redemption satisfy such Redemption Right if the Corporate Manager elects to purchase the Member Units subject to the Notice of Redemption; and provided, further, that no Non-Managing Member may deliver more than two Notices of Redemption during each calendar year. A Non-Managing Member may not exercise the Redemption Right for less than 5,000 Member Units or, if such Non- Managing Members holds less than 5,000 Member Units, all of the Common Membership Member Units held by such Member. The Redeeming Member shall have no right, with respect to any Member Units so redeemed, to receive any distribution paid with respect to Member Units if the Rio Tinto Members record date for such distribution is on or after the Specified Redemption Date. (b) Notwithstanding the "CPE Redeemed Units") provisions of Section 8.4(a), a Non-Managing Member that exercises the Redemption Right shall be deemed to have offered to sell the Member Units described in the Notice of Redemption to the Corporate Manager, and the Corporate Manager may, in its sole and absolute discretion, elect to purchase directly and acquire such Member Units by paying to the Redeeming Member either the Cash Amount or the Corporate Shares Amount, as elected by the Corporate Manager (in its sole and absolute discretion), on the Specified Redemption Date, whereupon the Corporate Manager shall acquire the Member Units offered for redemption by the Redeeming Member and shall specify be treated for all purposes of this Agreement as the owner of such Member Units. If the Corporate Manager shall elect to exercise its right to purchase Member Units under this Section 8.4(b) with respect to a dateNotice of Redemption, which is not more than sixty (60) it shall so notify the Redeeming Member within five Business Days after delivery the receipt by the Corporate Manager of such Notice of Redemption. In the event the Corporate Manager shall exercise its right to purchase Member Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.4(b), the Company shall have no obligation to pay any amount to the Redeeming Member with respect to such Redeeming Member’s exercise of such Redemption Right, and each of the CPE Redemption Notice or as otherwise agreed between Redeeming Member, the Company and the Rio Tinto Members, on which date Corporate Manager shall treat the transaction between the Corporate Manager and the Redeeming Member for federal income tax purposes as a sale of the Redeeming Member’s Units to the Corporate Manager. Each Redeeming Member agrees to execute such documents as the Corporate Manager may reasonably require in connection with the issuance of Corporate Shares upon exercise of the CPE Redemption Right. In the event the Corporate Manager elects to exercise its right to purchase Member Units of a Person that is a Tax-Exempt Member as of the date of this Agreement, by issuing the Corporate Shares Amount to such Redeeming Member as provided in this Section 8.4(b), then such Redeeming Member shall have the right (the “Put Right”) to require Holdco to purchase all or a portion of the Member Units held by such Redeeming Member at a redemption price equal to and in the form of the Cash Amount to be paid by ▇▇▇▇▇▇ on a Specified Redemption Date no later than 60 days following the exercise of the Put Right by the Redeeming Member; provided, however, that Holdco shall not be obligated to purchase more than seven per cent of the outstanding Member Units in any twelve-month period, absent the unanimous consent of Holdco’s members. The Redeeming Member shall exercise the Put Right by notifying the Corporate Manager and Holdco within fifteen Business Days of receipt of the notice from the Corporate Manager of its election to purchase the Member Units by issuing the Corporate Shares Amount. If a Tax-Exempt Member exercises its Put Right pursuant to the preceding paragraph, the Corporate Manager shall advise all the Tax-Exempt Members of the proposed exercise, and specify that any other Tax-Exempt Member that desires to exercise its Put Right at that time notify the Corporate Manager within 15 Business Days following the receipt of such notice. If at the end of such 15-Business Day period, less than seven per cent of the outstanding Member Units are the subject of a Put Right, the Corporate Manager shall facilitate the purchase by Holdco of the Member Units in accordance with the previous paragraph. If more than seven per cent of the outstanding Member Units are the subject of a Put Right at the end of such 15- Business Day period, the Corporate Manager shall inquire of Holdco if it is willing to waive the seven per cent cap, and if so, to what extent. If the waiver is sufficient to permit the purchase of all Member Units subject to a Put Right, the Corporate Manger shall facilitate the purchase by Holdco of the Member Units in accordance with the previous paragraph. If there are more Member Units subject to the Put Right than Holdco is obligated or willing to purchase (because more than seven percent of the Member Units are subject to a Put Right, or because there are more Member Units than Holdco is willing to purchase above that amount), then Holdco shall acquire from each Tax-Exempt Member that indicated an intention to exercise its Put Right that number of Member Units determined by multiplying the number of such Tax-Exempt Member’s Member Units that are subject to a Put Right by a fraction, the numerator of which is the number of Member Units that ▇▇▇▇▇▇ is obligated or willing to purchase, and the denominator of which is the aggregate number of Member Units as to which Put Rights were requested. Member Units that are not redeemed in accordance with the preceding sentence shall be retained by the applicable Tax-Exempt Member until such Tax-Exempt Member determines to transfer or dispose of such Member Units, including by exercise of its Redemption Right shall be completed (the "CPE Redemption Date"). Unless CPE has assumed the rights and obligations of the Company with respect to the CPE Redemption Right such Member Units (and Put Right, if applicable). (c) Each Redeeming Member covenants and agrees that all Member Units (or Corporate Shares pursuant to Section 8.3(b), then, on the CPE Redemption Date (i8.4(i) the Rio Tinto Members shall transfer and surrender hereof) tendered for redemption pursuant to this Section 8.4 will be delivered to the Company Company, the CPE Redeemed Units and represent and warrant to Corporate Manager or Holdco, as the Company that the CPE Redeemed Units are owned by the Rio Tinto Members case may be, free and clear of all liens liens, claims, and encumbrances whatsoever, and should any such liens, claims or encumbrances exist or arise with respect to such Member Units (iior Corporate Shares pursuant to Section 8.4(i) the Company shall (x) cancel the CPE Redeemed Unitshereof), (y) pay to the Rio Tinto Members the Cash Settlement to which the Rio Tinto Members are entitled under this Section 8.3(a) and (z) revise Exhibit A accordingly to reflect the cancellation none of the CPE Redeemed Company, the Corporate Manger or Holdco shall be under any obligation to acquire such Member Units pursuant to Section 8.4(a) or Section 8.4(b) hereof or Corporate Shares pursuant to Section 8.4(i) hereof. (d) Any Cash Amount to be paid to a Redeeming Member pursuant to this Section 8.3(a8.4 shall be paid on the Specified Redemption Date; provided, however, that the Corporate Manager may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the Corporate Manager to cause additional Corporate Shares to be issued to provide financing to be used to make such payment of the Cash Amount and may also delay such Specified Redemption Date to the extent necessary to effect compliance with applicable requirements of law. Notwithstanding the foregoing, the Corporate Manager agrees to use its best efforts to cause the closing of the acquisition of redeemed Member Units (and Corporate Shares pursuant to Section 8.4(i)) hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the Corporate Manager is authorized to take any action that it determines to be necessary or appropriate to cause the Corporate Manager and the Company to comply with any withholding requirements established under the Code or any other federal, state, local or foreign law that apply upon a Redeeming Member’s exercise of the Redemption Right. (f) Notwithstanding any other provision of this Agreement, the Corporate Manager may place appropriate restrictions on the ability of the Members to exercise their Redemption Rights as and if deemed necessary or reasonable to ensure that the Company does not constitute a “publicly traded partnership” under Section 7704 of the Code. If and when the Corporate Manager determines that imposing such restrictions is necessary, the Corporate Manager shall give prompt written notice thereof to each Member, which notice shall be accompanied by a copy of an opinion of counsel to the Company that states that, in the opinion of such counsel, restrictions are necessary or reasonable in order to avoid the Company being treated as a “publicly traded partnership” under Section 7704 of the Code. (g) The exercise by Members of their Redemption Rights shall be subject to the provisions of Section 9.2(b). The rights provided by this Section 8.4 shall be in lieu of any rights provided to the Members under Wisconsin Statutes § 196.485(3m)(c)4. (h) Notwithstanding any other provision of this Agreement, a Redeeming Member may expressly condition the effectiveness of any exercise of its Redemption Right, if such exercise will result in the issuance of Corporate Shares rather than the payment of cash, upon such Corporate Shares being included in a Registration Statement declared effective under the Securities Act and sold in an offering pursuant to that Registration Statement. If such Corporate Shares are not permitted to be included in a Registration Statement or are not sold in connection with a registered offering, the exercise of the Redemption Right shall be of no force or effect. If the Shares are not sold because they were withdrawn from a proposed offering as permitted by the third paragraph of Section 8.5(c), the Redeeming Member shall not be permitted to deliver another Notice of Redemption for one year from the withdrawal of the Member Units. The Corporate Manager and the Company shall cooperate with the Redeeming Member and any underwriter to facilitate the timely issuance of any Corporate Shares in any such registered offering. (i) If a Non-Managing Member is to receive a Cash Amount for all or a portion of its Member Units hereunder, whether from the Company, the Corporate Manager or Holdco, it shall be obligated to tender a like percentage of any Corporate Shares held by it to the Corporate Manager (or Holdco, if the Cash Amount is paid pursuant to the third paragraph of Section 8.4(b)), which shall redeem or purchase each such Corporate Share for an amount equal to the Cash Amount for one Member Unit; provided that if the Corporate Manager is engaged in any activity outside of its ownership or management of the Company (other than pursuant to a management services or overhead sharing agreement with the manager of Holdco), the Non- Managing Member or purchaser may request that the redemption amount for the Corporate Shares be determined in accordance with the definition of Value. Such Non-Managing Member shall deliver to the Corporate Manager or Holdco, as applicable, any certificates evidencing its Corporate Shares, together with appropriate instruments of transfer.

Redemption Right. (a) If the Rio Tinto Members own(and only if) an IPO has not been consummated prior to October 4, in the aggregate, less than five percent (5%) (subject to adjustment to reflect any Units split or reverse Unit split, Unit distribution, Unit reclassification, recapitalization or similar event) of the Initial Units, the Company shall have the right to acquire by redemption all of the Common Membership Units held by the Rio Tinto Members 2021 (the "CPE Redemption Right") at a price to be paid by the Company equal to and in the form of the Cash Settlement. The Company shall exercise such right by giving written notice (the "CPE Redemption Notice") to the Rio Tinto Members with a copy to CPE. The CPE Redemption Notice shall state that the Company intends to acquire by redemption all of the Common Membership Units held by the Rio Tinto Members (the "CPE Redeemed Units") and shall specify a date, which is not more than sixty (60) Business Days after delivery of the CPE Redemption Notice or as otherwise agreed between the Company and the Rio Tinto Members, on which date exercise of the CPE Redemption Right shall be completed (the "CPE Redemption Date"). Unless CPE has assumed the rights and obligations of the Company with respect to the CPE Redemption Right pursuant to Section 8.3(b“IPO Deadline”), then, on and after the CPE IPO Deadline, Members holding at least 51% of all outstanding Units shall have the right (the “Redemption Date Right”) to cause the Company to redeem all of the outstanding Units on the terms and conditions set forth in this Section 5.2. (ib) In order to validly exercise the Rio Tinto Redemption Right under Section 5.2(a), a written notice signed by Members holding at least 51% of all outstanding Units shall transfer and surrender be delivered to the Company the CPE Redeemed Units and represent and warrant no later than ninety (90) days prior to the date on which such Members desire the Company that to redeem such Units (such notice, the CPE Redeemed Units are owned “Redemption Request Notice”). No Redemption Request Notice may be revoked by the Rio Tinto Members free without the prior approval of the Board. (c) The Company and clear a majority of all liens the Members exercising the Redemption Right shall mutually agree on a date that is between thirty (30) days and encumbrances and ninety (ii90) days after the date of delivery of the Redemption Request Notice to effect the redemption (the “Redemption Date”). On the Redemption Date, the Company shall pay (xor cause to be paid) cancel to each Member, as the CPE Redeemed Unitsredemption price for the Units being redeemed from such Member, (y) pay an amount per Unit equal to the Rio Tinto Members the Cash Settlement to which the Rio Tinto Members are entitled under this Section 8.3(a) and (z) revise Exhibit A accordingly to reflect the cancellation value of the CPE Redeemed Units pursuant Members’ net asset value per Unit (as determined by the Board on a date as of a time within 48 hours, excluding Sundays and holidays, next preceding the time of the Redemption Date) in cash to this Section 8.3(a)a bank account designated in writing by such Member.

Redemption Right. If the Any Rio Tinto Members own, in the aggregate, less than five percent (5%) (subject Member shall be entitled to adjustment to reflect any Units split or reverse Unit split, Unit distribution, Unit reclassification, recapitalization or similar event) of the Initial Units, cause the Company shall have the right to acquire by redemption at any time all or any portion of the Common Membership Units held by the Rio Tinto Members it (the "CPE Redemption Right") at a redemption price to be paid by the Company equal to and in the form of the Cash Settlement. The Company Any Rio Tinto Member desiring to exercise its Redemption Right (the "Redeeming Member") shall exercise such right by giving written notice (the "CPE Redemption Notice") to the Rio Tinto Members Company with a copy to CPE. The CPE Redemption Notice shall state that specify the Company intends to acquire by redemption all number of the Common Membership Units held by the Rio Tinto Members (the "CPE Redeemed Units") that the Redeeming Member intends to have the Company redeem and shall specify a date, which is not more than sixty (60) Business Days after delivery of the CPE Redemption Notice or as otherwise agreed between the Company and the Rio Tinto Memberssuch Redeeming Member, on which date exercise of the CPE Redemption Right shall be completed (the "CPE Redemption Date") unless the Redeeming Member has timely delivered a Retraction Notice as provided in Section 9.1(c). Notwithstanding the foregoing sentence, if any Rio Tinto Member exercises the Redemption Right within one hundred eighty (180) days following the date of this Agreement and after giving effect to the redemption of the Redeemed Units the Rio Tinto Members, collectively, will cease to own any Common Membership Units, the Redemption Date specified in the Redemption Notice shall be at least sixty (60) Business Days after delivery of the Redemption Notice. Unless (i) CPE has assumed the rights and obligations of the Company with respect to the CPE Redemption Right pursuant to Section 8.3(b9.1(b), or (ii) the Redeeming Member has timely delivered a Retraction Notice as provided in Section 9.1(c), then, on the CPE Redemption Date (ito be effective immediately prior to the close of business on the Redemption Date) (x) the Rio Tinto Members Redeeming Member shall transfer and surrender to the Company the CPE Redeemed Units and represent and warrant to the Company that the CPE Redeemed Units are owned by the Rio Tinto Members such Redeeming Member free and clear of all liens and encumbrances and (iiy) the Company shall (xA) cancel the CPE Redeemed Units, (yB) pay to the Rio Tinto Members Redeeming Member the Cash Settlement to which the Rio Tinto Members are Redeeming Member is entitled under this Section 8.3(a9.1(a) and (zC) revise Exhibit A accordingly to reflect the cancellation of the CPE Redeemed Units pursuant to this Section 8.3(a9.1(a). All of the Company's rights and obligations arising from the Redemption Notice shall terminate if the Redeeming Member timely delivers a Retraction Notice as provided in Section 9.1(c).

Redemption Right. If the Rio Tinto Members own, in the aggregate, less than five percent (5%) (subject to adjustment to reflect any Units split or reverse Unit split, Unit distribution, Unit reclassification, recapitalization or similar event) of the Initial Units, the Company shall have the right to acquire by redemption all of the Common Membership Units held by the Rio Tinto Members (the "CPE Redemption Right") at a price to be paid by the Company equal to and in the form of the Cash Settlement. The Company shall exercise such right by giving written notice (the "CPE Redemption Notice") to the Rio Tinto Members with a copy to CPE. The CPE Redemption Notice shall state that the Company intends to acquire by redemption all of the Common Membership Units held by the Rio Tinto Members (the "CPE Redeemed Units") and shall specify a date, which is not more than sixty (60) Business Days after delivery of the CPE Redemption Notice or as otherwise agreed between the Company and the Rio Tinto Members, on which date exercise of the CPE Redemption Right shall be completed (the "CPE Redemption Date"). Unless CPE has assumed the rights and obligations of the Company with respect to the CPE Redemption Right pursuant to Section 8.3(b)10.1.2, then, on the CPE Redemption Date (i) the Rio Tinto Members shall transfer and surrender to the Company the CPE Redeemed Units and represent and warrant to the Company that the CPE Redeemed Units are owned by the Rio Tinto Members free and clear of all liens and encumbrances and (ii) the Company shall (x) cancel the CPE Redeemed Units, (y) pay to the Rio Tinto Members the Cash Settlement to which the Rio Tinto Members are entitled under this Section 8.3(a) 10.1.1 and (z) revise Exhibit A accordingly to reflect the cancellation of the CPE Redeemed Units pursuant to this Section 8.3(a)10.1.1.

Redemption Right. If (a) Subject to Section 7.3(b) and Section 7.3(c), and the Rio Tinto Members own, in the aggregate, less than five percent (5%) (subject to adjustment to reflect provisions of any Units split or reverse Unit split, Unit distribution, Unit reclassification, recapitalization or similar event) of the Initial Units, agreements between the Company and one or more Members, each Member other than Ashford Inc., shall have the right (the “Redemption Right”) to acquire by redemption require the Company to redeem on a Specified Redemption Date all or a portion of the Common Membership Units held by the Rio Tinto Members such Member (the "CPE Redemption Right"“Redeeming Member”) at a redemption price to be paid by the Company per Common Unit equal to and in the form of the Cash SettlementAmount to be paid by the Company on the Specified Redemption Date. The Company Redemption Right shall exercise such right by giving written notice (the "CPE be exercised pursuant to a Notice of Redemption Notice") delivered to the Rio Tinto Members Company (with a copy to CPEthe Manager) by the Redeeming Member. The CPE A Member may not exercise the Redemption Notice shall state that the Company intends to acquire by redemption Right for less than one thousand (1,000) Common Units or, if such Member holds less than one thousand (1,000) Common Units, all of the Common Membership Units held by such Member. Neither the Rio Tinto Members Redeeming Member nor any permitted or purported assignee of any Member shall have any right, with respect to any Common Units so redeemed, to receive any distributions paid after the Specified Redemption Date except as provided in Section 7.3(b). Each Redeeming Member agrees to provide such representations and related indemnities regarding good and unencumbered title, and to execute such documents, as the Manager may reasonably require in connection with any redemption. (b) The provisions of Section 7.3(b) may be applied by the "CPE Redeemed Units"Manager, if the Manager is Ashford Inc. or Ashford Inc. otherwise agrees. Notwithstanding the provisions of Section 7.3(a), if a Member elects to exercise the Redemption Right, the Manager at the direction of Ashford Inc., directly or indirectly through one or more Affiliates, may, in its sole and absolute discretion, elect to assume directly and satisfy a Redemption Right by paying to the Redeeming Member either (i) the Cash Amount, as provided for in Section 7.3(a), or (ii) the Ashford Inc. Common Stock Amount, as elected by the Manager, as directed by Ashford Inc. (in its sole and absolute discretion) on the Specified Redemption Date, provided that if the Manager has not affirmatively notified the Redeeming Member on or before one Business Day before the Specified Redemption Date that either the Company, the Manager or its Affiliates will pay the Cash Amount then the Manager shall be deemed to have elected, directly or through one or more Affiliates, to pay the Ashford Inc. Common Stock Amount to the Redeeming Member on the Specified Redemption Date, and Ashford Inc. agrees that it will provide such Ashford Inc. Common Stock on the Specified Redemption Date, subject to the other provisions of this Section 7.3. On any such election of the Manager to assume and satisfy a Redemption Right, Ashford Inc., directly or indirectly through one or more of its Affiliates, shall acquire the Common Units offered for redemption by the Redeeming Member and shall specify a datebe treated for all purposes of this Agreement as the owner of such Common Units. Unless the Manager, which is not more than sixty as directed by Ashford Inc. (60in its sole and absolute discretion) Business Days after delivery of shall exercise its right to assume and satisfy the CPE Redemption Notice Right, or as otherwise agreed between unless the Company and Manager has been deemed to assume the Rio Tinto Members, on which date exercise of the CPE Redemption Right as provided in this Section 7.3(b), neither the Manager nor Ashford Inc. itself shall be completed (have any obligation to the "CPE Redemption Date"). Unless CPE has assumed the rights and obligations of Redeeming Member or to the Company with respect to the CPE Redeeming Member’s exercise of the Redemption Right. If the Manager shall exercise its right, or shall be deemed to have elected, to satisfy the Redemption Right in the manner described in this Section 7.3(b), except as provided in the following paragraph, the Company shall have no obligation to pay any amount to the Redeeming Member with respect to such Redeeming Member’s exercise of the Redemption Right, and each of the Redeeming Member, the Company, and Ashford Inc. shall treat the transaction between Ashford Inc. and the Redeeming Member for federal income tax purposes as a sale of the Redeeming Member’s Common Units to Ashford Inc. or its Affiliates; provided that if the Redeeming Member is redeeming all of its Common Units, the Company shall redeem any fractional Common Unit (constituting less than one Common Unit) owned by the Redeeming Member by paying the Cash Amount with respect to such fractional Common Unit to such Redeeming Member. Each Redeeming Member agrees to provide such representations and related indemnities regarding good title, and to execute such documents, as Ashford Inc. may reasonably require in connection with the issuance of Ashford Inc. Common Stock upon exercise of the Redemption Right. If the Redemption Right is satisfied by the delivery of Ashford Inc. Common Stock, the Redeeming Member shall be deemed to become a holder of Ashford Inc. Common Stock as of the close of business on the Specified Redemption Date or on such later date permitted by this Section 7.3(b) that Ashford Inc. delivers Ashford Inc. Common Stock, as the case may be. Notwithstanding anything to the contrary in Section 7.3(a) or this Section 7.3(b), and in addition to the right of Ashford Inc. to deliver Ashford Inc. Common Stock in satisfaction of the Redemption Right, as provided above, should the Manager, elect, or be deemed to elect, to satisfy a Redemption Right by paying the Redeeming Member the Ashford Inc. Common Stock Amount, and it is necessary to obtain Ashford Inc. stockholder approval in order for it to issue sufficient Ashford Inc. Common Stock to satisfy such Redemption Right in full, then Ashford Inc. shall have one hundred twenty (120) days beyond the Specified Redemption Date in which to obtain such stockholder approval and to pay the Ashford Inc. Common Stock Amount, and the redemption date shall be required to occur by ten (10) days after stockholder approval of the issuance of the Ashford Inc. Common Stock has been obtained, if it is obtained. If such stockholder approval is not obtained within one hundred and thirty (130) days after such Common Units are presented for redemption or the stockholders have voted against the issuance of the Ashford Inc. Common Stock and payment of the Ashford Inc. Common Stock, the Company will distribute to the Redeeming Member any distributions pursuant to Section 8.3(b8.1 that were not made after the Specified Redemption Date with respect to the Common Units redeemed because of the provisions of Section 7.3(a), thenthe Company shall pay to the Redeeming Member the Cash Amount no later than the earlier of (i) ten (10) days after stockholders have voted against the issuance of the Ashford Inc. Common Stock, or (ii) one hundred and thirty (130) days after such Common Units are presented for redemption, together with interest on such Cash Amount from the Specified Redemption Date to the date of payment at the rate equal to the lesser of (i) Ashford Inc.’s annual dividend rate on Ashford Inc. Common Stock for the twelve (12) month period prior to the Valuation Date and based upon the Cash Amount for Common Units redeemed, or (ii) eight percent (8%). (c) Notwithstanding the provisions of Section 7.3(a) and Section 7.3(b), a Member shall not be entitled to receive Ashford Inc. Common Stock if the delivery of Ashford Inc. Common Stock to such Member on the CPE Specified Redemption Date (ior such later date permitted by Section 7.3(b), as applicable) by Ashford Inc. pursuant to Section 7.3(b) would be prohibited under the Rio Tinto Members Articles of Incorporation of Ashford Inc., as amended or restated from time to time. Without limiting the effect of the preceding sentence, no Person shall transfer be permitted to receive Ashford Inc. Common Stock if as a result of, and surrender after giving effect to, such exercise any Person would Beneficially Own (as defined in the Articles of Incorporation of Ashford Inc., as amended or restated from time to time) more than 9.8% of the total number of issued of shares of outstanding Ashford Inc. Common Stock, unless waived by the board of directors of Ashford Inc. in its sole discretion. To the extent any attempted redemption for Ashford Inc. Common Stock would be a violation of this Section 7.3(c), it shall, to the Company fullest extent permitted by law, be null and void ab initio. The Cash Amount shall be paid in such instances, in accordance with the CPE Redeemed Units terms set forth in Section 7.3(a) or Section 7.3(b). (d) Each Member covenants and represent agrees with the Manager and warrant to the Company that all Common Units delivered for redemption shall be delivered to the CPE Redeemed Units are owned by Company, Ashford Inc. or its Affiliates, as the Rio Tinto Members case may be, free and clear of all liens and encumbrances and and, notwithstanding anything contained in this Agreement to the contrary, neither the Manager, Ashford Inc. (iinor any of its Affiliates) nor the Company shall (x) cancel be under any obligation to acquire Common Units which are or may be subject to any liens. Each Member further agrees that, if any state or local property transfer tax is payable as a result of the CPE Redeemed Units, (y) pay transfer of its Common Units to the Rio Tinto Members the Cash Settlement to which the Rio Tinto Members are entitled under this Section 8.3(aCompany or Ashford Inc., such Member shall assume and pay such transfer tax. (e) and (z) revise Exhibit A accordingly to reflect the cancellation of the CPE Redeemed Units Ashford Inc. Common Stock issued pursuant to this Section 8.3(a)7.3(b) may contain such legends regarding restrictions on transfer as Ashford Inc. in good faith determines to be necessary or advisable in order to comply with restrictions on transfer under the Securities Act and applicable state securities laws.

Redemption Right. If In connection with any desired public offering of Shares of the Rio Tinto Members ownCompany, it is contemplated that subject to the terms of the M&A: (i) the Company may cause to be created an entity to serve as a vehicle to be used to accomplish the purposes of such an offering (“IPOco”), and (ii) IPOco will sell shares directly to the public for cash, and then contribute the cash proceeds from such offering to the Company in exchange for Shares of the Company (any such offering, an “Offering”). In connection with any such Offering, the Company may redeem all or any part of the Purchased Shares upon not less than ten (10) days’ prior written notice to Purchaser, provided that the delivery by the Company of such notice to the last address of record of Purchaser in the aggregate, less than five percent Company’s records shall constitute for all purposes sufficient notice (5%) (subject to adjustment to reflect any Units split or reverse Unit split, Unit distribution, Unit reclassification, recapitalization or similar event) the “Redemption”). In consideration for the Redemption of the Initial UnitsPurchased Shares, the Company shall have transfer or cause to be issued to Purchaser shares of IPOco (“IPO Shares”), in an amount determined in the right manner set forth below. The number of IPO Shares to acquire by redemption all be issued to Purchaser shall be determined as follows: the number of the Common Membership Units Purchased Shares held by the Rio Tinto Members (the "CPE Redemption Right") at a price to be paid by the Company equal to and in the form of the Cash Settlement. The Company shall exercise such right by giving written notice (the "CPE Redemption Notice") to the Rio Tinto Members with a copy to CPE. The CPE Redemption Notice shall state Purchaser that the Company intends elects to acquire by redemption all of the Common Membership Units held redeem shall be multiplied by the Rio Tinto Members (the "CPE Redeemed Units") and shall specify a date, which is not more than sixty (60) Business Days after delivery of the CPE Redemption Notice or as otherwise agreed difference between the Company and the Rio Tinto Members, on which date exercise of the CPE Redemption Right shall be completed (the "CPE Redemption Date"). Unless CPE has assumed the rights and obligations of the Company with respect to the CPE Redemption Right pursuant to Section 8.3(b), then, on the CPE Redemption Date (i) the Rio Tinto Members shall transfer and surrender to the Company the CPE Redeemed Units and represent and warrant to the Company that the CPE Redeemed Units are owned by the Rio Tinto Members free and clear Fair Market Value of all liens and encumbrances each Purchased Share and (ii) the “Value Threshold” then applicable to such Purchased Share, determined in accordance with this Agreement (such difference, the “Net Value” of each Purchased Share). The Net Value of each Purchased Share shall be multiplied by the number of Purchased Shares held by Purchaser that the Company elects to redeem, with the resulting amount being deemed the “Aggregate Net Value”. Purchaser shall then be entitled to receive, in consideration for the Redemption of Purchaser’s Purchased Shares, such number of shares of IPOco determined by dividing (xi) cancel the CPE Redeemed Units, Aggregate Net Value by (yii) pay the Fair Market Value of one (1) share of IPOco (as determined by the Company in good faith). Any certificates evidencing the Purchased Shares must be surrendered to the Rio Tinto Members Company in order for Purchaser to receive the Cash Settlement IPO Shares; however, the failure of Purchaser to which Surrender such certificate(s) shall in no way lessen or modify the Rio Tinto Members are entitled under this Section 8.3(a) and (z) revise Exhibit A accordingly to reflect the cancellation effectiveness of the CPE Redeemed Units Redemption. In the event that a Redemption authorized pursuant to this Section 8.3(a)is not consummated due to the default of Purchaser, then if necessary, any director or officer of the Company shall be authorized to execute a share transfer instrument on behalf of Purchaser and to take all other actions as are required to consummate the transfer.

Redemption Right. If the Rio Tinto Members own, (a) Except as set forth in the aggregate, less than five percent (5%) (sentence that immediately follows this sentence and subject to adjustment to reflect Section 11.1(c) hereof and the provisions of any Units split agreement between the Company and one or reverse Unit splitmore Members, Unit distributionbeginning on the date that is twelve months after the date of issuance of any Common Units, Unit reclassification, recapitalization each Member (other than the Managing Member or similar event) any direct or indirect wholly owned Subsidiary of the Initial Units, the Company Managing Member) shall have the right to acquire by redemption all of the Common Membership Units held by the Rio Tinto Members (the "CPE “Redemption Right"”) to require the Company to redeem on a Specified Redemption Date all or a portion of such Member’s Common Units at a redemption price to be paid by the Company equal to and in the form of the Cash SettlementDMRC Shares Amount, whereupon the Managing Member shall acquire the Common Units tendered for redemption by the Redeeming Member and the Managing Member shall be treated for all purposes of this Agreement as the owner of such Common Units. The Company shall exercise such right by giving written notice (the "CPE Redemption Notice") have no obligation to pay any cash amount to the Rio Tinto Members Redeeming Member with respect to such Redeeming Member’s exercise of the Redemption Right, and each of the Redeeming Member, the Company and the Managing Member shall treat the transaction between the Managing Member and the Redeeming Member as a sale of the Redeeming Member’s Common Units to the Managing Member for federal income tax purposes. Each Redeeming Member agrees to execute such documents as the Managing Member may reasonably require in connection with the issuance of DMRC Shares upon exercise of the Redemption Right. The Redemption Right shall be exercised pursuant to a Notice of Redemption in the form attached hereto as Exhibit B delivered to the Company (with a copy to CPEthe Managing Member) by the Member who is exercising the Redemption Right (the “Redeeming Member”), and such notice shall be irrevocable unless otherwise agreed upon by the Managing Member. The CPE No Member may deliver more than one Notice of Redemption Notice shall state that during each calendar quarter unless otherwise agreed upon by the Company intends to acquire by redemption Managing Member. A Member may not exercise the Redemption Right for less than one thousand (1,000) Common Units or, if such Member holds less than one thousand (1,000) Common Units, all of the Common Membership Units held by the Rio Tinto Members (the "CPE Redeemed Units") and such Member. The Redeeming Member shall specify a datehave no right, which is not more than sixty (60) Business Days after delivery of the CPE Redemption Notice or as otherwise agreed between the Company and the Rio Tinto Members, on which date exercise of the CPE Redemption Right shall be completed (the "CPE Redemption Date"). Unless CPE has assumed the rights and obligations of the Company with respect to any Common Units so redeemed, to receive any distribution paid with respect to Common Units if the CPE Company Record Date for such distribution is on or after the Specified Redemption Date. (b) Notwithstanding the provisions of Section 11.1(a) hereof, if a Member exercises the Redemption Right pursuant by delivering to Section 8.3(b)the Company a Notice of Redemption, thenthen the Managing Member may, on in its sole and absolute discretion, elect to cause the CPE Company to redeem some or all of such Common Units by paying to the Redeeming Member the Cash Amount, (c) Notwithstanding the provisions of Sections 11.1(a) and 11.1(b) hereof, a Member shall not be entitled to exercise the Redemption Date Right if (i) the Rio Tinto Members shall transfer delivery of DMRC Shares to such Member on the Specified Redemption Date by the Managing Member pursuant to Section 11.1(a) hereof would (i) be prohibited under the DMRC Charter or cause the acquisition of DMRC Shares by such Member to be “integrated” with any other distribution of DMRC Shares or Common Units for purposes of complying with the registration provisions of the Securities Act, or (ii) the exercise of the Redemption Right would be prohibited under Section 10.2(e) hereof. (d) Each Redeeming Member covenants and surrender agrees that all Common Units tendered for redemption pursuant to this Section 11.1 will be delivered to the Company or the CPE Redeemed Units and represent and warrant to the Company that the CPE Redeemed Units are owned by the Rio Tinto Members Managing Member free and clear of all liens liens, claims, and encumbrances whatsoever and (ii) should any such liens, claims or encumbrances exist or arise with respect to such Common Units, neither the Company nor the Managing Member shall (xbe under any obligation to acquire such Common Units pursuant to Section 11.1(a) cancel or 11.1(b) hereof. Each Redeeming Member further agrees that, in the CPE Redeemed Units, (y) pay event any state or local property transfer tax is payable as a result of the Transfer of its Common Units to the Rio Tinto Members Company or the Managing Member, such Redeeming Member shall assume and pay such transfer tax. (e) Any Cash Settlement Amount to which the Rio Tinto Members are entitled under this Section 8.3(a) and (z) revise Exhibit A accordingly be paid to reflect the cancellation of the CPE Redeemed Units a Redeeming Member pursuant to this Section 8.3(a)11.1 shall be paid on the Specified Redemption Date. Any DMRC Share Amount to be paid to a Redeeming Member pursuant to this Section 11.1 shall be paid on the Specified Redemption Date; provided, that the Managing Member may elect to cause the Specified Redemption Date to be delayed to the extent necessary to effect compliance with applicable requirements of the Law. Notwithstanding the foregoing, the Managing Member agrees to use its commercially reasonable efforts to cause the closing of the acquisition of redeemed Common Units hereunder to occur as quickly as reasonably possible. (f) Notwithstanding any other provision of this Agreement, the Managing Member is authorized to take any action that it determines to be necessary or appropriate to cause the Managing Member and the Company to comply with any withholding requirements established under the Code or any other federal, state, local or foreign Law that apply upon a Redeeming Member’s exercise of the Redemption Right. If the Managing Member determines that Common Units are “United States real property interests” within the meaning of Section 897(c) of the Code, a Redeeming Member claiming an exemption from withholding must furnish the Managing Member with a FIRPTA Certificate in the form attached hereto as Exhibit C and any similar forms or certificates required to avoid or reduce the withholding under federal, state, local or foreign Law or such other form as the Managing Member may reasonably request. If the Company or the Managing Member is required to withhold and pay over to any taxing authority any amount upon a Redeeming Member’s exercise of the Redemption Right and if the Redemption Amount equals or exceeds the Withheld Amount, the Withheld Amount shall be treated as an amount received by such Redeeming Member in redemption of its Common Units. If, however, the Redemption Amount is less than the Withheld Amount, the Redeeming Member shall not receive any portion of the Redemption Amount, the Redemption Amount shall be treated as an amount received by such Redeeming Member in redemption of its Common Units, and such Redeeming Member shall contribute the excess of the Withheld Amount over the Redemption Amount to the Company before the Company is required to pay over such excess to a taxing authority.

Redemption Right. If (a) Subject to Section 7.3(b) and Section 7.3(c), and the Rio Tinto Members own, in the aggregate, less than five percent (5%) (subject to adjustment to reflect provisions of any Units split or reverse Unit split, Unit distribution, Unit reclassification, recapitalization or similar event) of the Initial Units, agreements between the Company and one or more Members, each Member other than Ashford OAINC Inc., Ashford OAINC II Inc. and Ashford Inc. (and any of their subsidiaries and any entity that directly or indirectly wholly owns Ashford OAINC Inc., Ashford OAINC II Inc. or Ashford Inc.), shall have the right (the “Redemption Right”) to acquire by redemption require the Company to redeem on a Specified Redemption Date all or a portion of the Common Membership Units (but not Preferred Units) held by the Rio Tinto Members such Member (the "CPE Redemption Right"“Redeeming Member”) at a redemption price to be paid by the Company per Common Unit equal to and in the form of the Cash SettlementAmount to be paid by the Company on the Specified Redemption Date. The Company Redemption Right shall exercise such right by giving written notice (the "CPE be exercised pursuant to a Notice of Redemption Notice") delivered to the Rio Tinto Members Company (with a copy to CPEthe Manager) by the Redeeming Member. The CPE A Member may not exercise the Redemption Notice shall state that the Company intends to acquire by redemption Right for less than one thousand (1,000) Common Units or, if such Member holds less than one thousand (1,000) Common Units, all of the Common Membership Units held by such Member. Neither the Rio Tinto Members Redeeming Member nor any permitted or purported assignee of any Member shall have any right, with respect to any Common Units so redeemed, to receive any distributions paid after the Specified Redemption Date except as provided in Section 7.3(b). Each Redeeming Member agrees to provide such representations and related indemnities regarding good and unencumbered title, and to execute such documents, as the Manager may reasonably require in connection with any redemption. (b) The provisions of Section 7.3(b) may be applied by the "CPE Redeemed Units"Manager, if the Manager is Ashford OAINC Inc. or as Ashford OAINC Inc. otherwise agrees. Notwithstanding the provisions of Section 7.3(a), if a Member elects to exercise the Redemption Right, the Manager at the direction of Ashford OAINC Inc., directly or indirectly through one or more Affiliates, may, in its sole and absolute discretion, elect to assume directly and satisfy a Redemption Right by paying to the Redeeming Member either (i) the Cash Amount, as provided for in Section 7.3(a), or (ii) the Ashford Inc. Common Stock Amount, as elected by the Manager, as directed by Ashford OAINC Inc. (in its sole and absolute discretion) on the Specified Redemption Date, provided that if the Manager has not affirmatively notified the Redeeming Member on or before one Business Day before the Specified Redemption Date that either the Company, the Manager or its Affiliates will pay the Cash Amount then the Manager shall be deemed to have elected, directly or through one or more Affiliates, to pay the Ashford Inc. Common Stock Amount to the Redeeming Member on the Specified Redemption Date, and Ashford OAINC Inc. agrees that it will provide such Ashford Inc. Common Stock on the Specified Redemption Date, subject to the other provisions of this Section 7.3. On any such election of the Manager to assume and satisfy a Redemption Right, Ashford OAINC Inc., directly or indirectly through one or more of its Affiliates, shall acquire the Common Units offered for redemption by the Redeeming Member and shall specify a datebe treated for all purposes of this Agreement as the owner of such Common Units. Unless the Manager, which is not more than sixty as directed by Ashford OAINC Inc. (60in its sole and absolute discretion) Business Days after delivery of shall exercise its right to assume and satisfy the CPE Redemption Notice Right, or as otherwise agreed between unless the Company and Manager has been deemed to assume the Rio Tinto Members, on which date exercise of the CPE Redemption Right as provided in this Section 7.3(b), neither the Manager, nor Ashford OAINC Inc. itself shall be completed (have any obligation to the "CPE Redemption Date"). Unless CPE has assumed the rights and obligations of Redeeming Member or to the Company with respect to the CPE Redeeming Member’s exercise of the Redemption Right. If the Manager shall exercise its right, or shall be deemed to have elected, to satisfy the Redemption Right in the manner described in this Section 7.3(b), except as provided in the following paragraph, the Company shall have no obligation to pay any amount to the Redeeming Member with respect to such Redeeming Member’s exercise of the Redemption Right, and each of the Redeeming Member, the Company, and Ashford OAINC Inc. shall treat the transaction between Ashford OAINC Inc. and the Redeeming Member for federal income tax purposes as a sale of the Redeeming Member’s Common Units to Ashford OAINC Inc. or its Affiliates; provided that if the Redeeming Member is redeeming all of its Common Units, the Company shall redeem any fractional Common Unit (constituting less than one Common Unit) owned by the Redeeming Member by paying the Cash Amount with respect to such fractional Common Unit to such Redeeming Member. Each Redeeming Member agrees to provide such representations and related indemnities regarding good title, and to execute such documents, as Ashford OAINC Inc. may reasonably require in connection with the issuance of Ashford Inc. Common Stock upon exercise of the Redemption Right. If the Redemption Right is satisfied by the delivery of Ashford Inc. Common Stock, the Redeeming Member shall be deemed to become a holder of Ashford Inc. Common Stock as of the close of business on the Specified Redemption Date or on such later date permitted by this Section 7.3(b) that Ashford OAINC Inc. delivers Ashford Inc. Common Stock, as the case may be. Notwithstanding anything to the contrary in Section 7.3(a) or this Section 7.3(b), and in addition to the right of Ashford OAINC Inc. to deliver Ashford Inc. Common Stock in satisfaction of the Redemption Right, as provided above, should the Manager, elect, or be deemed to elect, to satisfy a Redemption Right by paying the Redeeming Member the Ashford Inc. Common Stock Amount, and it is necessary to obtain Ashford Inc. stockholder approval in order for it to issue sufficient Ashford Inc. Common Stock to satisfy such Redemption Right in full, then Ashford Inc. shall have one hundred twenty (120) days beyond the Specified Redemption Date in which to obtain such stockholder approval and to deliver such Ashford Inc. Common Stock Amount to the Manager to permit the Manager to pay the Ashford Inc. Common Stock Amount, and the redemption date shall be required to occur by ten (10) days after stockholder approval of the issuance of the Ashford Inc. Common Stock has been obtained, if it is obtained. If such stockholder approval is not obtained within one hundred and thirty (130) days after such Common Units are presented for redemption or the stockholders have voted against the issuance of the Ashford Inc. Common Stock and payment of the Ashford Inc. Common Stock, the Company will distribute to the Redeeming Member any distributions pursuant to Section 8.3(b8.1 that were not made after the Specified Redemption Date with respect to the Common Units redeemed because of the provisions of Section 7.3(a), thenthe Company shall pay to the Redeeming Member the Cash Amount no later than the earlier of (i) ten (10) days after stockholders have voted against the issuance of the Ashford Inc. Common Stock, or (ii) one hundred and thirty (130) days after such Common Units are presented for redemption, together with interest on such Cash Amount from the Specified Redemption Date to the date of payment at the rate equal to the lesser of (i) Ashford Inc.’s annual dividend rate on Ashford Inc. Common Stock for the twelve (12) month period prior to the Valuation Date and based upon the Cash Amount for Common Units redeemed, or (ii) eight percent (8%). (c) Notwithstanding the provisions of Section 7.3(a) and Section 7.3(b), a Member shall not be entitled to receive Ashford Inc. Common Stock if the delivery of Ashford Inc. Common Stock to such Member on the CPE Specified Redemption Date (ior such later date permitted by Section 7.3(b), as applicable) by Ashford OAINC Inc. pursuant to Section 7.3(b) would be prohibited under the Rio Tinto Members Charter, as amended or restated from time to time. Without limiting the effect of the preceding sentence, no Person shall transfer be permitted to receive Ashford Inc. Common Stock if as a result of, and surrender after giving effect to, such exercise any Person would Beneficially Own (as defined in the Articles of Incorporation of Original Ashford II Inc., as amended or restated from time to time) more than 9.8% of the total number of issued of shares of outstanding Ashford Inc. Common Stock, unless waived by the board of directors of Ashford Inc. in its sole discretion. To the extent any attempted redemption for Ashford Inc. Common Stock would be a violation of this Section 7.3(c), it shall, to the Company fullest extent permitted by law, be null and void ab initio. The Cash Amount shall be paid in such instances, in accordance with the CPE Redeemed Units terms set forth in Section 7.3(a) or Section 7.3(b). Should the Manager, elect, or be deemed to elect, to satisfy a Redemption Right by paying the Redeeming Member the Ashford Inc. Common Stock Amount, then subject to the provisions of this Section 7.3(c), Ashford Inc. agrees to deliver to Ashford OAINC Inc. the Ashford Inc. Common Stock Amount within such time period to allow Ashford OAINC Inc. and represent the Manager to timely satisfy their obligations under this Section 7.3. (d) Each Member covenants and warrant to agrees with the Manager and the Company that all Common Units delivered for redemption shall be delivered to the CPE Redeemed Units are owned by Company, Ashford OAINC Inc., or their Affiliates, as the Rio Tinto Members case may be, free and clear of all liens and encumbrances and and, notwithstanding anything contained in this Agreement to the contrary, neither the Manager, Ashford OAINC Inc., (iinor any of their Affiliates) nor the Company shall (x) cancel be under any obligation to acquire Common Units which are or may be subject to any liens. Each Member further agrees that, if any state or local property transfer tax is payable as a result of the CPE Redeemed Units, (y) pay transfer of its Common Units to the Rio Tinto Members the Cash Settlement to which the Rio Tinto Members are entitled under this Section 8.3(aCompany or Ashford OAINC Inc., such Member shall assume and pay such transfer tax. (e) and (z) revise Exhibit A accordingly to reflect the cancellation of the CPE Redeemed Units Ashford Inc. Common Stock issued pursuant to this Section 8.3(a)7.3(b) may contain such legends regarding restrictions on transfer as Ashford Inc. in good faith determines to be necessary or advisable in order to comply with restrictions on transfer under the Securities Act and applicable state securities laws.

Redemption Right. If the Rio Tinto Members own(a) Subject to Sections 8.4(b), in the aggregate8.4(c), less than five percent (5%) (subject to adjustment to reflect any Units split or reverse Unit splitand 8.4(d), Unit distribution, Unit reclassification, recapitalization or similar event) of the Initial Units, the Company each Non-Managing Member shall have the right to acquire by redemption all right, commencing on the third anniversary of the Common Membership Operations Date (the "Redemption Right"), to require the Company to redeem on a Specified Redemption Date all or a portion of the Member Units held by the Rio Tinto Members (the "CPE Redemption Right") such Non-Managing Member at a redemption price to be paid by the Company equal to and in the form of the Cash SettlementAmount to be paid by the Company, provided that such Member Units shall have been outstanding for at least twelve months immediately prior to such third anniversary. The Company Redemption Right shall exercise such right by giving written notice (the "CPE be exercised pursuant to a Notice of Redemption Notice") delivered to the Rio Tinto Members Company (with a copy to CPE. The CPE the Corporate Manager) by the Non-Managing Member who is exercising the Redemption Notice shall state Right (the "Redeeming Member"); provided, however, that the Company intends shall not be obligated to acquire by redemption satisfy such Redemption Right if the Corporate Manager elects to purchase the Member Units subject to the Notice of Redemption; and provided, further, that no Non-Managing Member may deliver more than two Notices of Redemption during each calendar year. A Non-Managing Member may not exercise the Redemption Right for less than 5,000 Member Units or, if such Non-Managing Members holds less than 5,000 Member Units, all of the Common Membership Member Units held by such Member. The Redeeming Member shall have no right, with respect to any Member Units so redeemed, to receive any distribution paid with respect to Member Units if the Rio Tinto Members record date for such distribution is on or after the Specified Redemption Date. (b) Notwithstanding the "CPE Redeemed Units") provisions of Section 8.4(a), a Non-Managing Member that exercises the Redemption Right shall be deemed to have offered to sell the Member Units described in the Notice of Redemption to the Corporate Manager, and the Corporate Manager may, in its sole and absolute discretion, elect to purchase directly and acquire such Member Units by paying to the Redeeming Member either the Cash Amount or the Corporate Shares Amount, as elected by the Corporate Manager (in its sole and absolute discretion), on the Specified Redemption Date, whereupon the Corporate Manager shall acquire the Member Units offered for redemption by the Redeeming Member and shall specify be treated for all purposes of this Agreement as the owner of such Member Units. If the Corporate Manager shall elect to exercise its right to purchase Member Units under this Section 8.4(b) with respect to a dateNotice of Redemption, which is not more than sixty (60) it shall so notify the Redeeming Member within five Business Days after delivery the receipt by the Corporate Manager of such Notice of Redemption. In the event the Corporate Manager shall exercise its right to purchase Member Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.4(b), the Company shall have no obligation to pay any amount to the Redeeming Member with respect to such Redeeming Member's exercise of such Redemption Right, and each of the CPE Redemption Notice or as otherwise agreed between Redeeming Member, the Company and the Rio Tinto Members, on which date Corporate Manager shall treat the transaction between the Corporate Manager and the Redeeming Member for federal income tax purposes as a sale of the Redeeming Member's Units to the Corporate Manager. Each Redeeming Member agrees to execute such documents as the Corporate Manager may reasonably require in connection with the issuance of Corporate Shares upon exercise of the CPE Redemption Right shall Right. (c) Any Cash Amount to be completed (the "CPE Redemption Date"). Unless CPE has assumed the rights and obligations of the Company with respect paid to the CPE Redemption Right pursuant to Section 8.3(b), then, on the CPE Redemption Date (i) the Rio Tinto Members shall transfer and surrender to the Company the CPE Redeemed Units and represent and warrant to the Company that the CPE Redeemed Units are owned by the Rio Tinto Members free and clear of all liens and encumbrances and (ii) the Company shall (x) cancel the CPE Redeemed Units, (y) pay to the Rio Tinto Members the Cash Settlement to which the Rio Tinto Members are entitled under this Section 8.3(a) and (z) revise Exhibit A accordingly to reflect the cancellation of the CPE Redeemed Units a Redeeming Member pursuant to this Section 8.3(a8.4 shall be paid on the Specified Redemption Date; provided, however, that the Corporate Manager may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the Corporate Manager to cause additional Corporate Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the Corporate Manager agrees to use its best efforts to cause the closing of the acquisition of redeemed Member Units hereunder to occur as quickly as reasonably possible. (d) The exercise by Members of their Redemption Rights shall be subject to the provisions of Section 9.2(c).

Redemption Right. If (i) Upon the Rio Tinto terms and subject to the conditions set forth in this Section 4.6, each of the Members own(other than any Members that are part of the PubCo Holdings Group) (each such Member, a “Redeeming Member”) shall be entitled to cause the Company to redeem all or a portion of such Member’s Units (together with the surrender and delivery of the same number of Class B Shares) for an equivalent number of Class A Shares (a “Redemption”) or, at the Company’s election made in accordance with Section 4.6(a)(iii), cash equal to the Cash Election Amount calculated with respect to such Redemption (referred to herein as the “Redemption Right”). Absent the prior written consent of the Managing Member, with respect to each Redemption, a Redeeming Member shall be (A) required to redeem at least a number of Units equal to the lesser of [●]Units (as adjusted for any Unit splits, combinations, subdivisions, reclassifications or similar actions or events) and all of the Units then held by such Redeeming Member and (B) permitted to effect a Redemption of Units no more frequently than once per calendar quarter. The Managing Member may, in its discretion, adopt a policy to limit quarterly exchanges to a particular date or period during each quarter by providing notice of such limitation to all Members prior to the aggregatebeginning of the relevant quarter, less than five percent (5%) (provided that such policy incorporates the following sentence of this Section 4.6(a)(i). Notwithstanding the foregoing, and subject to adjustment Section 4.6(j), a Redeeming Member may exercise its Redemption Right (x) with respect to reflect at least [●] Units (as adjusted for any Units split or reverse Unit splitsplits, Unit distributioncombinations, Unit reclassificationsubdivisions, recapitalization reclassifications or similar eventactions or events) at any time and (y) with respect to any of the then-held Units of such Member if such Redemption Right is exercised in connection with a valid exercise of such Member’s rights to have the Class A Shares issuable in connection with such Redemption to participate in an offering of securities pursuant to the Registration Rights Agreement. Upon the Redemption of all of a Member’s Units, such Member shall, for the avoidance of doubt, cease to be a Member of the Company. (ii) In order to exercise the Redemption Right under Section 4.6(a)(i), the Redeeming Member shall provide written notice (the “Redemption Notice”) to the Company, with a copy to PubCo (the date of delivery of such Redemption Notice, the “Redemption Notice Date”), stating: (A) the number of Units the Redeeming Member elects to have the Company redeem (the “Redeemed Units”); (B) if the Class A Shares to be received are to be issued other than in the name of the Redeeming Member, the name(s) of the Initial UnitsPerson(s) in whose name or on whose order the Class A Shares are to be issued; (C) whether the exercise of the Redemption Right is to be contingent (including as to timing) upon the closing of a Public Offering of the Class A Shares for which the Units will be redeemed or the closing of an announced merger, consolidation or other transaction or event to which PubCo is a party in which the Class A Shares would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property; and (D) if the Redeeming Member requires the Redemption to take place on a specific Business Day, such Business Day, provided that any such specified Business Day shall not be earlier than the date that would otherwise apply pursuant to clause (a) of the definition of Redemption Date. If the Redeemed Units (or the Class B Shares to be transferred and surrendered) are represented by a certificate or certificates, prior to the Redemption Date, the Redeeming Member shall also present and surrender such certificate or certificates representing such Units (or Class B Shares) during normal business hours at the principal executive offices of the Company, or if any agent for the registration or transfer of Class A Shares is then duly appointed and acting (the “Transfer Agent”), at the office of the Transfer Agent. If required by the Managing Member, any certificate for Units and any certificate for Class B Shares (in each case, if certificated) surrendered to the Company hereunder shall be accompanied by instruments of transfer, in forms reasonably satisfactory to the Managing Member and the Transfer Agent, duly executed by the Redeeming Member or the Redeeming Member’s duly authorized representative. (iii) Upon receipt of a Redemption Notice, the Company shall have be entitled to elect to settle the right Redemption by delivering to acquire by redemption all the Redeeming Member, in lieu of the Common Membership Units held by applicable number of Class A Shares that would be received in such Redemption, an amount of cash equal to the Rio Tinto Members (the "CPE Redemption Right") at Cash Election Amount for such Redemption. In order to make a price Cash Election with respect to be paid by a Redemption, the Company equal to and in the form of the Cash Settlement. The Company shall exercise such right by giving must provide written notice (the "CPE Redemption Notice") of such election to the Rio Tinto Members Redeeming Member (with a copy to CPE. The CPE PubCo) prior to 1:00 p.m., Central time, on or prior to the third Business Day after the Redemption Notice shall state that Date. If the Company intends fails to acquire by redemption all of the Common Membership Units held by the Rio Tinto Members (the "CPE Redeemed Units") and provide such written notice prior to such time, it shall specify not be entitled to make a date, which is not more than sixty (60) Business Days after delivery of the CPE Redemption Notice or as otherwise agreed between the Company and the Rio Tinto Members, on which date exercise of the CPE Redemption Right shall be completed (the "CPE Redemption Date"). Unless CPE has assumed the rights and obligations of the Company Cash Election with respect to such Redemption. (iv) For U.S. federal income (and applicable state and local) tax purposes, each of the CPE Redemption Right pursuant to Section 8.3(bRedeeming Member, the Company, and PubCo (and any other member of the PubCo Holdings Group, as applicable), then, on the CPE agrees to treat (A) each Redemption Date (i) the Rio Tinto Members shall transfer and surrender to the Company the CPE Redeemed Units and represent and warrant to the Company that the CPE Redeemed Units are owned by the Rio Tinto Members free and clear of all liens and encumbrances and (iiB) in the Company shall (x) cancel the CPE Redeemed Units, (y) pay to the Rio Tinto Members the Cash Settlement to which the Rio Tinto Members are entitled under this Section 8.3(a) and (z) revise Exhibit A accordingly to reflect the cancellation event PubCo or another member of the CPE Redeemed PubCo Holdings Group exercises its Call Right, each transaction between the Redeeming Member and PubCo or such other member of the PubCo Holdings Group, as a sale of such Redeeming Member’s Units pursuant to this Section 8.3(a)PubCo or such other member of the PubCo Holdings Group in exchange for Class A Shares or cash, as applicable.

Redemption Right. If the Rio Tinto Members own, (a) Except as set forth in the aggregate, less than five percent (5%sentence that immediately follows this sentence and Section 11.1(g) (hereof and subject to adjustment to reflect Section 11.1(c) hereof and the provisions of any Units split agreement between the Company and one or reverse Unit splitmore Members, Unit distributionbeginning on the date that is twelve months after the date of issuance of any Common Units, Unit reclassification, recapitalization each Member (other than the Managing Member or similar event) any direct or indirect wholly owned Subsidiary of the Initial Units, the Company Managing Member) shall have the right to acquire by redemption all of the Common Membership Units held by the Rio Tinto Members (the "CPE “Redemption Right"”) to require the Company to redeem on a Specified Redemption Date all or a portion of such Member’s Common Units at a redemption price to be paid by the Company equal to and in the form of the Cash SettlementAmount. Notwithstanding the provisions of Sections 11.1(a) and 11.1(b) hereof, and only with respect to the Common Units held by EMGH as of the date of this Agreement (the “Initial EMGH Common Units”), EMGH shall have the Redemption Right set forth in Section 11.1(a) with respect to the Initial EMGH Common Units beginning on the date that is twenty-four (24) months after the date of this Agreement. The Company Redemption Right shall exercise such right by giving written notice (be exercised pursuant to a Notice of Redemption in the "CPE Redemption Notice") form attached hereto as Exhibit B delivered to the Rio Tinto Members Company (with a copy to CPEthe Managing Member) by the Member who is exercising the Redemption Right (the “Redeeming Member”), and such notice shall be irrevocable unless otherwise agreed upon by the Managing Member. The CPE No Member may deliver more than one Notice of Redemption Notice shall state that during each calendar quarter unless otherwise agreed upon by the Company intends to acquire by redemption Managing Member. A Member may not exercise the Redemption Right for less than one thousand (1,000) Common Units or, if such Member holds less than one thousand (1,000) Common Units, all of the Common Membership Units held by such Member. The Redeeming Member shall have no right, with respect to any Common Units so redeemed, to receive any distribution paid with respect to Common Units if the Rio Tinto Members Company Record Date for such distribution is on or after the Specified Redemption Date. (b) Notwithstanding the "CPE Redeemed provisions of Section 11.1(a) hereof, if a Member exercises the Redemption Right by delivering to the Company a Notice of Redemption, then the Managing Member may, in its sole and absolute discretion, elect to purchase directly and acquire some or all of, and in such event the Managing Member agrees to purchase and acquire, such Common Units by paying to the Redeeming Member the EFC Shares Amount, whereupon the Managing Member shall acquire the Common Units tendered for redemption by the Redeeming Member and the Managing Member shall be treated for all purposes of this Agreement as the owner of such Common Units") and . In the event the Managing Member shall specify a dateexercise its right to satisfy the Redemption Right in the manner described in the preceding sentence, which is not more than sixty (60) Business Days after delivery the Company shall have no obligation to pay any amount to the Redeeming Member with respect to such Redeeming Member’s exercise of the CPE Redemption Notice or as otherwise agreed between Right, and each of the Redeeming Member, the Company and the Rio Tinto Members, on which date Managing Member shall treat the transaction between the Managing Member and the Redeeming Member as a sale of the Redeeming Member’s Common Units to the Managing Member for federal income tax purposes. Each Redeeming Member agrees to execute such documents as the Managing Member may reasonably require in connection with the issuance of EFC Shares upon exercise of the CPE Redemption Right. (c) Notwithstanding the provisions of Sections 11.1(a) and 11.1(b) hereof, a Member shall not be entitled to exercise the Redemption Right shall be completed (the "CPE Redemption Date"). Unless CPE has assumed the rights and obligations of the Company with respect to the CPE Redemption Right pursuant to Section 8.3(b), then, on the CPE Redemption Date if (i) the Rio Tinto Members shall transfer delivery of EFC Shares to such Member on the Specified Redemption Date by the Managing Member pursuant to Section 11.1(b) hereof (regardless of whether or not the Managing Member would in fact exercise its rights under Section 11.1(b)) would (A) be prohibited under the EFC Operating Agreement or (B) cause the acquisition of EFC Shares by such Member to be “integrated” with any other distribution of EFC Shares or Common Units for purposes of complying with the registration provisions of the Securities Act, or (ii) the exercise of the Redemption Right would be prohibited under Section 10.2(e) hereof. (d) Each Redeeming Member covenants and surrender agrees that all Common Units tendered for redemption pursuant to this Section 11.1 will be delivered to the Company or the CPE Redeemed Units and represent and warrant to the Company that the CPE Redeemed Units are owned by the Rio Tinto Members Managing Member free and clear of all liens liens, claims, and encumbrances whatsoever and (ii) should any such liens, claims or encumbrances exist or arise with respect to such Common Units, neither the Company nor the Managing Member shall (xbe under any obligation to acquire such Common Units pursuant to Section 11.1(a) cancel or 11.1(b) hereof. Each Redeeming Member further agrees that, in the CPE Redeemed Units, (y) pay event any state or local property transfer tax is payable as a result of the Transfer of its Common Units to the Rio Tinto Members Company or the Managing Member, such Redeeming Member shall assume and pay such transfer tax. (e) Any Cash Settlement Amount to which the Rio Tinto Members are entitled under this Section 8.3(a) and (z) revise Exhibit A accordingly be paid to reflect the cancellation of the CPE Redeemed Units a Redeeming Member pursuant to this Section 8.3(a11.1 shall be paid on the Specified Redemption Date; provided, that the Managing Member may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the Managing Member to cause additional EFC Shares to be issued to provide financing to be used to make such payment of the Cash Amount and may also delay such Specified Redemption Date to the extent necessary to effect compliance with applicable requirements of the Law. Any EFC Share Amount to be paid to a Redeeming Member pursuant to this Section 11.1 shall be paid on the Specified Redemption Date; provided, that the Managing Member may elect to cause the Specified Redemption Date to be delayed to the extent necessary to effect compliance with applicable requirements of the Law. Notwithstanding the foregoing, the Managing Member agrees to use its commercially reasonable efforts to cause the closing of the acquisition of redeemed Common Units hereunder to occur as quickly as reasonably possible. (f) Notwithstanding any other provision of this Agreement, the Managing Member is authorized to take any action that it determines to be necessary or appropriate to cause the Managing Member and the Company to comply with any withholding requirements established under the Code or any other federal, state, local or foreign Law that apply upon a Redeeming Member’s exercise of the Redemption Right. If the Managing Member determines that Common Units are “United States real property interests” within the meaning of Section 897(c) of the Code, a Redeeming Member claiming an exemption from withholding must furnish the Managing Member with a FIRPTA Certificate in the form attached hereto as Exhibit C and any similar forms or certificates required to avoid or reduce the withholding under federal, state, local or foreign Law or such other form as the Managing Member may reasonably request. If the Company or the Managing Member is required to withhold and pay over to any taxing authority any amount upon a Redeeming Member’s exercise of the Redemption Right and if the Redemption Amount equals or exceeds the Withheld Amount, the Withheld Amount shall be treated as an amount received by such Redeeming Member in redemption of its Common Units. If, however, the Redemption Amount is less than the Withheld Amount, the Redeeming Member shall not receive any portion of the Redemption Amount, the Redemption Amount shall be treated as an amount received by such Redeeming Member in redemption of its Common Units, and such Redeeming Member shall contribute the excess of the Withheld Amount over the Redemption Amount to the Company before the Company is required to pay over such excess to a taxing authority. (g) Notwithstanding anything to the contrary in this Agreement, EMGH and/or any of its Affiliates who are Members shall have a Redemption Right effective upon the occurrence of an EMGH Redemption Right Event; provided, however, that in the case of a Redemption Right exercised pursuant to the provisions of this Section 11.1(g), the Specified Redemption Date shall mean the first business day of the month that is at least 30 calendar days after the receipt by the Managing Member of a Notice of Redemption.

Redemption Right. If (i) Upon the Rio Tinto terms and subject to the conditions set forth in this Section 4.6, each of the Members own(other than the PubCo Holdings Group) (the “Redeeming Member”) shall be entitled to cause the Company to redeem all or a portion of such Member’s Units (together with the surrender and delivery of the same number of Class B Shares) for an equivalent number of Class A Shares (a “Redemption”) or, at the Company’s election made in accordance with Section 4.6(a)(iii), cash equal to the Cash Election Amount calculated with respect to such Redemption. Absent the prior written consent of the Managing Member, which may be pursuant to the adoption to a written exchange policy, with respect to each Redemption, a Redeeming Member shall be (A) required to redeem at least a number of Units equal to the lesser of 100,000 Units and all of the Units then held by such Redeeming Member (excluding any units subject to any restrictions based on vesting) and (B) permitted to effect a Redemption of Units no more frequently than once per calendar quarter. The Managing Member may, in its discretion, adopt a policy to limit quarterly exchanges to a particular date or period during each quarter by providing notice of such limitation to all Members prior to the aggregatebeginning of the relevant quarter. Notwithstanding the foregoing, less than five percent (5%) (and subject to adjustment Section 4.6(j), a Redeeming Member may exercise its Redemption right (x) with respect to reflect at least 952,000 Units at any time and (y) with respect to any of such Member’s Units split or reverse Unit splitif such Redemption right is exercised in connection with a valid exercise of such Member’s rights to have the Class A Shares issuable in connection with such Redemption to participate in an offering of securities pursuant to Section 2 of the Registration Rights Agreement. Upon the Redemption of all of a Member’s Units, Unit distributionsuch Member shall, Unit reclassificationfor the avoidance of doubt, recapitalization or similar eventcease to be a Member of the Company. (ii) In order to exercise the redemption right under Section 4.6(a)(i), the Redeeming Member shall provide written notice (the “Redemption Notice”) to the Company, with a copy to PubCo (the date of delivery of such Redemption Notice, the “Redemption Notice Date”), stating: (A) the number of Units (together with the surrender and delivery of an equal number of Class B Shares) the Redeeming Member elects to have the Company redeem; (B) if the Class A Shares to be received are to be issued other than in the name of the Redeeming Member, the name(s) of the Initial UnitsPerson(s) in whose name or on whose order the Class A Shares are to be issued; (C) whether the exercise of the redemption right is to be contingent (including as to timing) upon the closing of a Public Offering of the Class A Shares for which the Units will be redeemed or the closing of an announced merger, consolidation or other transaction or event to which PubCo is a party in which the Class A Shares would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property (such contingency, a “Redemption Contingency”); and (D) if the Redeeming Member requires the Redemption to take place on a specific Business Day, such Business Day, provided that, any such specified Business Day shall not be earlier than the date that would otherwise apply pursuant to clause (a) of the definition of Redemption Date. If the Units to be redeemed (or the Class B Shares to be transferred and surrendered) by the Redeeming Member are represented by a certificate or certificates, prior to the Redemption Date, the Redeeming Member shall also present and surrender such certificate or certificates representing such Units (or Class B Shares) during normal business hours at the principal executive offices of the Company, or if any agent for the registration or transfer of Class A Shares is then duly appointed and acting (the “Transfer Agent”), at the office of the Transfer Agent. If required by the Managing Member, any certificate for Units and any certificate for Class B Shares (in each case, if certificated) surrendered to the Company hereunder shall be accompanied by instruments of transfer, in forms reasonably satisfactory to the Managing Member and the Transfer Agent, duly executed by the Redeeming Member or the Redeeming Member’s duly authorized representative. (iii) Upon receipt of a Redemption Notice, the Company shall have be entitled to elect (a “Cash Election”) to settle the right Redemption by delivering to acquire by redemption all the Redeeming Member, in lieu of the Common Membership applicable number of Class A Shares that would be received in such Redemption, an amount of cash equal to the Cash Election Amount for such Redemption; provided, that any such Cash Election shall require the prior approval of a majority of the directors of PubCo who are independent within the meaning of the rules of the New York Stock Exchange (or such other principal United States securities exchange on which the Class A Shares are listed) and Rule 10A-3 of the Securities Act and do not hold any Units held by the Rio Tinto Members (the "CPE Redemption Right") at that are subject to such Redemption. In order to make a price Cash Election with respect to be paid by a Redemption, the Company equal to and in the form of the Cash Settlement. The Company shall exercise such right by giving must provide written notice (the "CPE Redemption Notice") of such election to the Rio Tinto Members Redeeming Member (with a copy to CPE. The CPE PubCo) prior to 1:00 p.m., Austin, Texas time, on or prior to the second Business Day after the Redemption Notice shall state that Date. If the Company intends fails to acquire by redemption all of the Common Membership Units held by the Rio Tinto Members (the "CPE Redeemed Units") and provide such written notice prior to such time, it shall specify not be entitled to make a date, which is not more than sixty (60) Business Days after delivery of the CPE Redemption Notice or as otherwise agreed between the Company and the Rio Tinto Members, on which date exercise of the CPE Redemption Right shall be completed (the "CPE Redemption Date"). Unless CPE has assumed the rights and obligations of the Company Cash Election with respect to such Redemption. (iv) For U.S. federal income (and applicable state and local) tax purposes, each of the CPE Redemption Right pursuant to Section 8.3(bRedeeming Member, the Company, PubCo and Managing Member Blocker (and any other member of the PubCo Holdings Group, as applicable), thenagree to treat (A) each Redemption, on to the CPE Redemption Date (i) extent that Managing Member Blocker or another member of the Rio Tinto Members shall transfer and surrender PubCo Holdings Group contributes to the Company the CPE Redeemed consideration the Redeeming Member is entitled to receive pursuant to Section 4.6(b)(ii)(B), and (B) in the event Managing Member Blocker or another member of the PubCo Holdings Group exercises its Call Right, each transaction between the Redeeming Member and Managing Member Blocker or such other member of the PubCo Holdings Group, as a sale of the Redeeming Member’s Units (together with the same number of Class B Shares) to Managing Member Blocker or such other member of the PubCo Holdings Group in exchange for Class A Shares or cash, as applicable. For U.S. federal income (and represent applicable state and warrant local) tax purposes, each of the Redeeming Member, the Company, PubCo and Managing Member Blocker (and any other member of the PubCo Holdings Group, as applicable), agree to treat each Redemption, to the extent a member of the PubCo Holdings Group does not exercise its Call Right and does not contribute to the Company that the CPE Redeemed Units are owned consideration the Redeeming Member is entitled to receive under Section 4.6(a)(i), as a distribution by the Rio Tinto Members free and clear of all liens and encumbrances and (ii) the Company shall (x) cancel the CPE Redeemed Units, (y) pay to the Rio Tinto Members the Cash Settlement to which the Rio Tinto Members are entitled under this Section 8.3(a) and (z) revise Exhibit A accordingly to reflect the cancellation of the CPE Redeemed Units pursuant to this Section 8.3(a)Redeeming Member.

Redemption Right. If 3.1 In the Rio Tinto Members ownevent the Purchasers do not purchase Shares with an aggregate purchase price equal to or greater than Three Million Dollars ($3,000,000) on or before the Purchase Expiration Date, in the aggregate, less than five percent (5%i) (subject to adjustment to reflect any Units split or reverse Unit split, Unit distribution, Unit reclassification, recapitalization or similar event) of the Initial Units, the Company each Purchaser shall have the right to acquire by redemption all of require the Common Membership Units Company to redeem all, but not less than all, Shares held by the Rio Tinto Members (the "CPE Redemption Right") at a price to be paid by the Company equal to and in the form of the Cash Settlement. The Company shall exercise such right by giving written notice (the "CPE Redemption Notice") to the Rio Tinto Members with a copy to CPE. The CPE Redemption Notice shall state that the Company intends to acquire by redemption all of the Common Membership Units held by the Rio Tinto Members (the "CPE Redeemed Units") and shall specify a date, which is not more than sixty (60) Business Days after delivery of the CPE Redemption Notice or as otherwise agreed between the Company and the Rio Tinto Members, on which date exercise of the CPE Redemption Right shall be completed (the "CPE Redemption Date"). Unless CPE has assumed the rights and obligations of the Company with respect to the CPE Redemption Right pursuant to Section 8.3(b), then, on the CPE Redemption Date (i) the Rio Tinto Members shall transfer and surrender to the Company the CPE Redeemed Units and represent and warrant to the Company that the CPE Redeemed Units are owned by the Rio Tinto Members free and clear of all liens and encumbrances Purchaser and (ii) the Company shall have the right, at its option to redeem all issued and outstanding Shares upon the terms and conditions set forth in this Section 3. The parties agree that stockholders holding a majority of the Common Stock outstanding as of the date of this Agreement may authorize the exercise of the Company's right to redeem as set forth in this Section 3.1. 3.2 In the event a Purchaser or the Company desires to exercise its right as set forth in Section 3.1 hereof, such exercising party shall deliver a written notice (xi) cancel the CPE Redeemed Units, (y) pay to the Rio Tinto Members Company and all other Purchasers if such exercising party is a Purchaser, or (ii) to all Purchasers if such exercising party is the Cash Settlement Company, notifying such parties of the redemption to be effected, specifying the number of Shares to be redeemed, the date on which the Rio Tinto Members are entitled under this Section 8.3(aredemption shall occur (which date shall be no later than ten (10) business days after the date of such written notice), the manner and (z) revise Exhibit A accordingly to reflect place at which payment will be made and at which certificates will be surrendered. 3.3 Any Shares the cancellation of the CPE Redeemed Units Company redeems pursuant to this Section 8.3(a)3 shall be redeemed at a price of One Dollar ($1.00) per share (as adjusted for any stock dividends and stock splits) by delivery, at the Company's option, of either: (1) cash or (2) a promissory note in the form attached hereto as EXHIBIT C in the amount of the aggregate redemption price. 3.4 On the designated redemption date, each Purchaser holding Shares to be redeemed shall surrender to the Company the certificate or certificates representing such Shares, in the manner and at the place designed in the redemption notice, and thereupon the redemption

Redemption Right. If (i) Upon the Rio Tinto terms and subject to the conditions set forth in this Section 3.6, each of the Members own(other than the PubCo Holdings Group) (any such Member, a “Redeeming Member”) shall be entitled to cause the Company to redeem all or a portion of such Member’s Units (together with the surrender and delivery of the same number of Class B Shares) for an equivalent number of Class A Shares (a “Redemption”) or, at the Company’s election made in accordance with Section 3.6(a)(iv), cash equal to the Cash Election Amount calculated with respect to such Redemption. Upon the Redemption of all of a Member’s Units, such Member shall, for the avoidance of doubt, cease to be a Member of the Company. (ii) Unless otherwise approved by the Managing Member: (A) Except as set forth in Section 3.6(a)(ii)(B), or (C), with respect to each Redemption, a Redeeming Member shall be (1) required to redeem at least a number of Units equal to the lesser of 150,000 Units and all of the Units then held by such Redeeming Member and (2) permitted to effect a Redemption of Units no more frequently than once per calendar quarter. The Managing Member may, if it reasonably believes it necessary to be in compliance with federal securities Law or if it determines it to be in the aggregateinterest of the Company for administrative purposes to coordinate redemptions by multiple Members or otherwise, less adopt a policy to limit Redemptions pursuant to this Section 3.6(a)(ii)(A) to a particular date or period during each quarter by providing prior advance notice of such limitation to all Members. (B) Subject to Section 3.6(k), a Redeeming Member may exercise its Redemption right with respect to any of the then-held Units of such Member if such Redemption right is exercised in connection with a valid exercise of such Member’s rights to have the Class A Shares issuable in connection with such Redemption to participate in an offering of securities pursuant to, and in accordance with, the Registration Rights Agreement. (C) Subject to Section 3.6(k), a Redeeming Member may exercise its Redemption right no more frequently than five percent once per calendar month with respect to any Units reasonably expected by the Redeeming Member to provide Class A Shares to be sold pursuant to a trading plan adopted pursuant to Rule 10b5-1 of the Exchange Act with respect to the Class A Shares; provided, that the Managing Member approved such trading plan for purposes of this Agreement in advance of its adoption (5%or amendment, if applicable) (subject such approval not to adjustment be unreasonably withheld, conditioned or delayed). The Managing Member may, if it reasonably believes it necessary to reflect be in compliance with federal securities Law or if it determines it to be in the interest of the Company for administrative purposes to coordinate redemptions by multiple Members or otherwise, adopt a policy to limit Redemptions pursuant to this Section 3.6(a)(ii)(C) to a particular date or period during each calendar month by providing prior advance notice of such limitation to all Members. (iii) In order to exercise any Redemption right under Section 3.6(a)(i), the Redeeming Member shall provide written notice (the “Redemption Notice”) to the Company at least five Business Days prior to the Redemption Date, with a copy to PubCo (the date of delivery of such Redemption Notice, the “Redemption Notice Date”), stating: (A) the number of Units split or reverse Unit split(together with the surrender and delivery of an equal number of Class B Shares) the Redeeming Member elects to have the Company redeem (the “Redeemed Units”); (B) if the Class A Shares to be received are to be issued other than in the name of the Redeeming Member, Unit distribution, Unit reclassification, recapitalization or similar eventthe name(s) of the Initial UnitsPerson or Persons in whose name or on whose order the Class A Shares are to be issued; (C) whether the exercise of the Redemption right is to be contingent (including as to timing) upon the closing of a Public Offering of the Class A Shares for which the Units will be redeemed or the closing of an announced merger, consolidation or other transaction or event to which PubCo is a party in which the Class A Shares would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property (such contingency, a “Redemption Contingency”); and (D) if the Redeeming Member requires the Redemption to take place on a specific Business Day, such Business Day, provided that, any such specified Business Day shall not be earlier than the date that would otherwise apply pursuant to the definition of Redemption Date. If the Redeemed Units (and/or the Class B Shares to be transferred and surrendered) are represented by a certificate or certificates, prior to the Redemption Date, the Redeeming Member shall also present and surrender such certificate or certificates representing such Units (and/or Class B Shares) during normal business hours at the principal executive offices of the Company, or if any agent for the registration or transfer of Class A Shares is then duly appointed and acting (the “Transfer Agent”), at the office of the Transfer Agent. If required by the Managing Member, any certificate for Units and any certificate for Class B Shares (in each case, if certificated) surrendered to the Company hereunder shall be accompanied by instruments of transfer, in forms reasonably satisfactory to the Managing Member and the Transfer Agent, duly executed by the Redeeming Member or the Redeeming Member’s duly authorized representative. (iv) Upon receipt of a Redemption Notice, the Company shall have be entitled to elect (a “Cash Election”) to settle the right Redemption by delivering to acquire by redemption all the Redeeming Member, in lieu of all, but not less than all, of the Common Membership Units held by applicable number of Class A Shares that would be received in such Redemption, an amount of cash equal to the Rio Tinto Members (the "CPE Redemption Right") at Cash Election Amount for such Redemption. In order to make a price Cash Election with respect to be paid by a Redemption, the Company equal to and in the form of the Cash Settlement. The Company shall exercise such right by giving must provide written notice (the "CPE Redemption Notice") of such election to the Rio Tinto Members Redeeming Member (with a copy to CPEPubCo) no later than the second Business Day prior to the Redemption Date. The CPE Redemption Notice shall state that If the Company intends fails to acquire by redemption all of the Common Membership Units held by the Rio Tinto Members (the "CPE Redeemed Units") and provide such written notice prior to such time, it shall specify not be entitled to make a date, which is not more than sixty (60) Business Days after delivery of the CPE Redemption Notice or as otherwise agreed between the Company and the Rio Tinto Members, on which date exercise of the CPE Redemption Right shall be completed (the "CPE Redemption Date"). Unless CPE has assumed the rights and obligations of the Company Cash Election with respect to such Redemption without the CPE Redemption Right pursuant to Section 8.3(bwritten consent of the Redeeming Member. (v) For U.S. federal income (and applicable state and local) tax purposes, each of the Redeeming Member, the Company, and PubCo (and any other member of the PubCo Holdings Group, as applicable), thenagree to treat (A) each Redemption, on to the CPE Redemption Date (i) extent that PubCo or another member of the Rio Tinto Members shall transfer and surrender PubCo Holdings Group contributes to the Company the CPE Redeemed consideration the Redeeming Member is entitled to receive pursuant to Section 3.6(b)(ii), and (B) in the event PubCo exercises its Call Right, each transaction between the Redeeming Member and PubCo or such other member of the PubCo Holdings Group, as a sale of the Redeeming Member’s Units (together with the same number of Class B Shares) to PubCo or such other member of the PubCo Holdings Group in exchange for Class A Shares or cash, as applicable. For U.S. federal income (and represent applicable state and warrant local) tax purposes, each of the Redeeming Member, the Company, and PubCo (and any other member of the PubCo Holdings Group, as applicable), agree to treat each Redemption, to the extent PubCo does not exercise its Call Right and neither PubCo nor another member of the PubCo Holdings Group contributes to the Company that the CPE Redeemed Units are owned consideration the Redeeming Member is entitled to receive under Section 3.6(a)(i), as a distribution by the Rio Tinto Members free and clear of all liens and encumbrances and (ii) the Company shall (x) cancel the CPE Redeemed Units, (y) pay to the Rio Tinto Members the Cash Settlement to which the Rio Tinto Members are entitled under this Section 8.3(a) and (z) revise Exhibit A accordingly to reflect the cancellation of the CPE Redeemed Units pursuant to this Section 8.3(a)Redeeming Member.

Redemption Right. If (a) The provisions of this Section 7.3 shall only apply after the Rio Tinto Members ownExchange Date. Subject to Section 7.3(b) and Section 7.3(c), in and the aggregate, less than five percent (5%) (subject to adjustment to reflect provisions of any Units split or reverse Unit split, Unit distribution, Unit reclassification, recapitalization or similar event) of the Initial Units, agreements between the Company and one or more Members, each Member other than Ashford Inc., shall have the right (the “Redemption Right”) to acquire by redemption require the Company to redeem on a Specified Redemption Date all or a portion of the Common Membership Units held by the Rio Tinto Members such Member (the "CPE Redemption Right"“Redeeming Member”) at a redemption price to be paid by the Company per Common Unit equal to and in the form of the Cash SettlementAmount to be paid by the Company on the Specified Redemption Date. The Company Redemption Right shall exercise such right by giving written notice (the "CPE be exercised pursuant to a Notice of Redemption Notice") delivered to the Rio Tinto Members Company (with a copy to CPEthe Manager) by the Redeeming Member. The CPE A Member may not exercise the Redemption Notice shall state that the Company intends to acquire by redemption Right for less than one thousand (1,000) Common Units or, if such Member holds less than one thousand (1,000) Common Units, all of the Common Membership Units held by such Member. Neither the Rio Tinto Members Redeeming Member nor any permitted or purported assignee of any Member shall have any right, with respect to any Common Units so redeemed, to receive any distributions paid after the Specified Redemption Date except as provided in Section 7.3(b). Each Redeeming Member agrees to provide such representations and related indemnities regarding good and unencumbered title, and to execute such documents, as the Manager may reasonably require in connection with any redemption. (b) The provisions of Section 7.3(b) may be applied by Manager, if Manager is Ashford Inc. or Ashford Inc. otherwise agrees. Notwithstanding the "CPE Redeemed Units"provisions of Section 7.3(a), if a Member elects to exercise the Redemption Right, the Manager at the direction of Ashford Inc., directly or indirectly through one or more Affiliates, may, in its sole and absolute discretion, elect to assume directly and satisfy a Redemption Right by paying to the Redeeming Member either (i) the Cash Amount, as provided for in Section 7.3(a), or (ii) the Ashford Inc. Common Stock Amount, as elected by the Manager, as directed by Ashford Inc. (in its sole and absolute discretion) on the Specified Redemption Date, provided that if the Manager has not affirmatively notified the Redeeming Member on or before one Business Day before the Specified Redemption Date that either the Company, the Manager or its Affiliates will pay the Cash Amount then the Manager shall be deemed to have elected, directly or through one or more Affiliates, to pay the Ashford Inc. Common Stock Amount to the Redeeming Member on the Specified Redemption Date, and Ashford Inc. agrees that it will provide such Ashford Inc. Common Stock on the Specified Redemption Date, subject to the other provisions of this Section 7.3. On any such election of the Manager to assume and satisfy a Redemption Right, Ashford Inc., directly or indirectly through one or more of its Affiliates, shall acquire the Common Units offered for redemption by the Redeeming Member and shall specify a datebe treated for all purposes of this Agreement as the owner of such Common Units. Unless the Manager, which is not more than sixty as directed by Ashford Inc. (60in its sole and absolute discretion) Business Days after delivery of shall exercise its right to assume and satisfy the CPE Redemption Notice Right, or as otherwise agreed between unless the Company and Manager has been deemed to assume the Rio Tinto Members, on which date exercise of the CPE Redemption Right as provided in this Section 7.3(b), neither the Manager nor Ashford Inc. itself shall be completed (have any obligation to the "CPE Redemption Date"). Unless CPE has assumed the rights and obligations of Redeeming Member or to the Company with respect to the CPE Redeeming Member’s exercise of the Redemption Right. If the Manager shall exercise its right, or shall be deemed to have elected, to satisfy the Redemption Right in the manner described in this Section 7.3(b), except as provided in the following paragraph, the Company shall have no obligation to pay any amount to the Redeeming Member with respect to such Redeeming Member’s exercise of the Redemption Right, and each of the Redeeming Member, the Company, and Ashford Inc. shall treat the transaction between Ashford Inc. and the Redeeming Member for federal income tax purposes as a sale of the Redeeming Member’s Common Units to Ashford Inc. or its Affiliates; provided that if the Redeeming Member is redeeming all of its Common Units, the Company shall redeem any fractional Common Unit (constituting less than one Common Unit) owned by the Redeeming Member by paying the Cash Amount with respect to such fractional Common Unit to such Redeeming Member. Each Redeeming Member agrees to provide such representations and related indemnities regarding good title, and to execute such documents, as Ashford Inc. may reasonably require in connection with the issuance of Ashford Inc. Common Stock upon exercise of the Redemption Right. If the Redemption Right is satisfied by the delivery of Ashford Inc. Common Stock, the Redeeming Member shall be deemed to become a holder of Ashford Inc. Common Stock as of the close of business on the Specified Redemption Date or on such later date permitted by this Section 7.3(b) that Ashford Inc. delivers Ashford Inc. Common Stock, as the case may be. Notwithstanding anything to the contrary in Section 7.3(a) or this Section 7.3(b), and in addition to the right of Ashford Inc. to deliver Ashford Inc. Common Stock in satisfaction of the Redemption Right, as provided above, should the Manager, elect, or be deemed to elect, to satisfy a Redemption Right by paying the Redeeming Member the Ashford Inc. Common Stock Amount, and it is necessary to obtain Ashford Inc. stockholder approval in order for it to issue sufficient Ashford Inc. Common Stock to satisfy such Redemption Right in full, then Ashford Inc. shall have one hundred twenty (120) days beyond the Specified Redemption Date in which to obtain such stockholder approval and to pay the Ashford Inc. Common Stock Amount, and the redemption date shall be required to occur by ten (10) days after stockholder approval of the issuance of the Ashford Inc. Common Stock has been obtained, if it is obtained. If such stockholder approval is not obtained within one hundred and thirty (130) days after such Common Units are presented for redemption or the stockholders have voted against the issuance of the Ashford Inc. Common Stock and upon payment of the Ashford Inc. Common Stock the Company will distribute to the Redeeming Member any distributions pursuant to Section 8.3(b8.1 that were not made after the Specified Redemption Date with respect to the Common Units redeemed because of the provisions of Section 7.3(a), thenthe Company shall pay to the Redeeming Member the Cash Amount no later than the earlier of (i) ten (10) days after stockholders have voted against the issuance of the Ashford Inc. Common Stock, or (ii) one hundred and thirty (130) days after such Common Units are presented for redemption, together with interest on such Cash Amount from the Specified Redemption Date to the date of payment at the rate equal to the lesser of (i) Ashford Inc.’s annual dividend rate on Ashford Inc. Common Stock for the twelve (12) month period prior to the Valuation Date and based upon the Cash Amount for Common Units redeemed, or (ii) eight percent (8%). (c) Notwithstanding the provisions of Section 7.3(a) and Section 7.3(b), a Member shall not be entitled to receive Ashford Inc. Common Stock if the delivery of Ashford Inc. Common Stock to such Member on the CPE Specified Redemption Date (ior such later date permitted by Section 7.3(b), as applicable) by Ashford Inc. pursuant to Section 7.3(b) would be prohibited under the Rio Tinto Members Articles of Incorporation of Ashford Inc., as amended or restated from time to time. Without limiting the effect of the preceding sentence, no Person shall transfer be permitted to receive Ashford Inc. Common Stock if as a result of, and surrender after giving effect to, such exercise any Person would Beneficially Own (as defined in the Articles of Incorporation of Ashford Inc., as amended or restated from time to time) more than 9.8% of the total number of issued of shares of outstanding Ashford Inc. Common Stock, unless waived by the board of directors of Ashford Inc. in its sole discretion. To the extent any attempted redemption for Ashford Inc. Common Stock would be a violation of this Section 7.3(c), it shall, to the Company fullest extent permitted by law, be null and void ab initio. The Cash Amount shall be paid in such instances, in accordance with the CPE Redeemed Units terms set forth in Section 7.3(a) or Section 7.3(b). (d) Each Member covenants and represent agrees with the Manager and warrant to the Company that all Common Units delivered for redemption shall be delivered to the CPE Redeemed Units are owned by Company, Ashford Inc. or its Affiliates, as the Rio Tinto Members case may be, free and clear of all liens and encumbrances and and, notwithstanding anything contained in this Agreement to the contrary, neither the Manager, Ashford Inc. (iinor any of its Affiliates) nor the Company shall (x) cancel be under any obligation to acquire Common Units which are or may be subject to any liens. Each Member further agrees that, if any state or local property transfer tax is payable as a result of the CPE Redeemed Units, (y) pay transfer of its Common Units to the Rio Tinto Members the Cash Settlement to which the Rio Tinto Members are entitled under this Section 8.3(aCompany or Ashford Inc., such Member shall assume and pay such transfer tax. (e) and (z) revise Exhibit A accordingly to reflect the cancellation of the CPE Redeemed Units Ashford Inc. Common Stock issued pursuant to this Section 8.3(a)7.3(b) may contain such legends regarding restrictions on transfer as Ashford Inc. in good faith determines to be necessary or advisable in order to comply with restrictions on transfer under the Securities Act and applicable state securities laws.

Redemption Right. If (a) Upon consummation of a Change in Control Transaction prior to the Rio Tinto Members ownMaturity Date, the Holder shall have the right thereafter to require the Company or its successor to redeem this Note, in whole but not in part, at a redemption price equal to (i) if prior to or on the aggregate, less than five percent (5%) (subject to adjustment to reflect any Units split or reverse Unit split, Unit distribution, Unit reclassification, recapitalization or similar event) first anniversary of the Initial UnitsIssuance Date, 115% of the outstanding Principal Amount (plus all accrued and unpaid interest, if any), (ii) if between the first and second anniversaries of the Issuance Date, 110% of the outstanding Principal Amount (plus all accrued and unpaid interest, if any); or (iii) if after the second anniversary of the Issuance Date, 105% of the outstanding Principal Amount (plus all accrued and unpaid interest, if any). (b) In the event of the death of the Company’s Chairman, P▇▇▇ ▇. ▇▇▇▇▇, M.D., the Company Holder shall have the right to acquire by redemption all require the Company to redeem up to sixty percent (60%) of the Common Membership Units held by original Principal Amount of the Rio Tinto Members Note (the "CPE Redemption Right"“Redeemable Percentage”) at a redemption price to be paid by the Company equal to and the pro rata portion of the original Principal Amount. The Redeemable Percentage shall be subject to reduction on a pro rata basis with the Redeemable Percentage of other outstanding Notes in the form event proceeds from the existing $3 million key man life insurance policy relating to the Company’s Chairman, P▇▇▇ ▇. ▇▇▇▇▇, M.D. are not sufficient to pay the redemption price for all the Notes as to which this redemption right has been exercised. (c) Upon the happening of an event that triggers a redemption right hereunder, the Cash Settlement. The Company Holder shall have five (5) days to exercise such its redemption right by giving providing this Note and written notice (the "CPE Redemption Notice") of election to the Rio Tinto Members with a copy to CPE. The CPE Redemption Notice shall state that the Company intends to acquire by redemption all of the Common Membership Units held by the Rio Tinto Members (the "CPE Redeemed Units") and shall specify a date, which is not more than sixty (60) Business Days after delivery of the CPE Redemption Notice or as otherwise agreed between the Company and the Rio Tinto Members, on which date exercise of the CPE Redemption Right shall be completed (the "CPE Redemption Date"). Unless CPE has assumed the rights and obligations of the Company with respect to the CPE Redemption Right pursuant to Section 8.3(b), then, on the CPE Redemption Date (i) the Rio Tinto Members shall transfer and surrender to the Company the CPE Redeemed Units and represent and warrant to the Company that the CPE Redeemed Units are owned by the Rio Tinto Members free and clear of all liens and encumbrances and (ii) the Company shall (x) cancel the CPE Redeemed Units, (y) pay to the Rio Tinto Members the Cash Settlement to which the Rio Tinto Members are entitled under this Section 8.3(a) and (z) revise Exhibit A accordingly to reflect the cancellation of the CPE Redeemed Units pursuant to this Section 8.3(a)Company.

Redemption Right. If the Rio Tinto Members own, (a) Except as set forth in the aggregate, less than five percent (5%sentence that immediately follows this sentence and Section 11.1(g) (hereof and subject to adjustment to reflect Section 11.1(c) hereof and the provisions of any Units split agreement between the Company and one or reverse Unit splitmore Members, Unit distribution, Unit reclassification, recapitalization or similar event) beginning on the date that is 12 months after the date of the Initial issuance of any Common Units, the Company each Member (other than EFC or any direct or indirect wholly owned Subsidiary of EFC) shall have the right to acquire by redemption all of the Common Membership Units held by the Rio Tinto Members (the "CPE “Redemption Right"”) to require the Company to redeem on a Specified Redemption Date (as hereinafter defined) all or a portion of such Member’s Common Units at a redemption price to be paid by the Company equal to and in the form of the Cash SettlementAmount. The Company Redemption Right shall exercise such right by giving written notice (be exercised pursuant to a Notice of Redemption in the "CPE Redemption Notice") form attached hereto as Exhibit B delivered to the Rio Tinto Members Company (with a copy to CPEEFC) by the Member who is exercising the Redemption Right (the “Redeeming Member”), and such notice shall be irrevocable unless otherwise agreed upon by the Board. The CPE No Member may deliver more than one Notice of Redemption Notice shall state that during each calendar quarter unless otherwise agreed upon by the Company intends to acquire by redemption Board. A Member may not exercise the Redemption Right for less than one thousand (1,000) Common Units or, if such Member holds less than one thousand (1,000) Common Units, all of the Common Membership Units held by such Member. The Redeeming Member shall have no right, with respect to any Common Units so redeemed, to receive any distribution paid with respect to Common Units if the Rio Tinto Members Company Record Date for such distribution is on or after the Specified Redemption Date. (b) Notwithstanding the "CPE Redeemed provisions of Section 11.1(a) hereof, if a Member exercises the Redemption Right by delivering to the Company a Notice of Redemption, then EFC may, in its sole and absolute discretion, elect to purchase directly and acquire some or all of, and in such event EFC agrees to purchase and acquire, such Common Units by paying to the Redeeming Member the EFC Shares Amount, whereupon EFC shall acquire the Common Units tendered for redemption by the Redeeming Member and EFC shall be treated for all purposes of this Agreement as the owner of such Common Units") and . In the event EFC shall specify a dateexercise its right to satisfy the Redemption Right in the manner described in the preceding sentence, which is not more than sixty (60) Business Days after delivery the Company shall have no obligation to pay any amount to the Redeeming Member with respect to such Redeeming Member’s exercise of the CPE Redemption Notice or as otherwise agreed between Right, and each of the Redeeming Member, the Company and EFC shall treat the Rio Tinto Members, on which date transaction between EFC and the Redeeming Member as a sale of the Redeeming Member’s Common Units to EFC for federal income tax purposes. Each Redeeming Member agrees to execute such documents as EFC may reasonably require in connection with the issuance of shares of Common Stock upon exercise of the CPE Redemption Right. (c) Notwithstanding the provisions of Sections 11.1(a) and 11.1(b) hereof, a Member shall not be entitled to exercise the Redemption Right shall be completed (the "CPE Redemption Date"). Unless CPE has assumed the rights and obligations of the Company with respect to the CPE Redemption Right pursuant to Section 8.3(b), then, on the CPE Redemption Date if (i) the Rio Tinto Members shall transfer delivery of shares of Common Stock to such Member on the Specified Redemption Date by EFC pursuant to Section 11.1(b) hereof (regardless of whether or not EFC would in fact exercise its rights under Section 11.1(b) hereof) would (A) be prohibited under the EFC Charter or (B) cause the acquisition of shares of Common Stock by such Member to be “integrated” with any other distribution of shares of Common Stock or Common Units for purposes of complying with the registration provisions of the Securities Act, or (ii) the exercise of the Redemption Right would be prohibited under Section 10.2(e) hereof. (d) Each Redeeming Member covenants and surrender agrees that all Common Units tendered for redemption pursuant to this Section 11.1 will be delivered to the Company the CPE Redeemed Units and represent and warrant to the Company that the CPE Redeemed Units are owned by the Rio Tinto Members or EFC free and clear of all liens liens, claims, and encumbrances whatsoever and (ii) should any such liens, claims or encumbrances exist or arise with respect to such Common Units, neither the Company nor EFC shall (xbe under any obligation to acquire such Common Units pursuant to Section 11.1(a) cancel or 11.1(b) hereof. Each Redeeming Member further agrees that, in the CPE Redeemed Units, (y) pay event any state or local property transfer tax is payable as a result of the Transfer of its Common Units to the Rio Tinto Members the Company or EFC, as applicable, such Redeeming Member shall assume and pay such transfer tax. (e) Any Cash Settlement Amount to which the Rio Tinto Members are entitled under this Section 8.3(a) and (z) revise Exhibit A accordingly be paid to reflect the cancellation of the CPE Redeemed Units a Redeeming Member pursuant to this Section 8.3(a11.1 shall be paid on the Specified Redemption Date; provided, that EFC may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for EFC to cause additional shares of Common Stock to be issued to provide financing to be used to make such payment of the Cash Amount and may also delay such Specified Redemption Date to the extent necessary to effect compliance with applicable requirements of the Law. Any EFC Shares Amount to be paid to a Redeeming Member pursuant to this Section 11.1 shall be paid on the Specified Redemption Date; provided, that the Company or EFC, as applicable, may elect to cause the Specified Redemption Date to be delayed to the extent necessary to effect compliance with applicable requirements of the Law. Notwithstanding the foregoing, each of the Company and EFC agree to use commercially reasonable efforts to cause the closing of the acquisition of redeemed Common Units hereunder to occur as quickly as reasonably possible. (f) Notwithstanding any other provision of this Agreement, each of the Company and EFC are authorized to take any action that the Company and/or EFC, as applicable, determines to be necessary or appropriate to cause the Company and EFC, as applicable, to comply with any withholding requirements established under the Code or any other federal, state, local or foreign Law that apply upon a Redeeming Member’s exercise of the Redemption Right. A Redeeming Member claiming an exemption from withholding pursuant to Section 1446(f) of the Code must furnish the Company and EFC with a certificate in the form attached hereto as Exhibit C-1 or -2. If the Board determines that Common Units are “United States real property interests” within the meaning of Section 897(c) of the Code, a Redeeming Member claiming an exemption from withholding must furnish the Company and EFC with a FIRPTA Certificate in the form attached hereto as Exhibit C-3 or -4 (in lieu of the form of certificate attached hereto as Exhibit C-1 or -2) and any similar forms or certificates required to avoid or reduce the withholding under federal, state, local or foreign Law or such other form as the Company or EFC may reasonably request. If the Company or EFC is required to withhold and pay over to any taxing authority any amount upon a Redeeming Member’s exercise of the Redemption Right and if the Redemption Amount (as hereinafter defined) equals or exceeds the Withheld Amount, the Withheld Amount shall be treated as an amount received by such Redeeming Member in redemption of its Common Units. If, however, the Redemption Amount is less than the Withheld Amount, the Redeeming Member shall not receive any portion of the Redemption Amount, the Redemption Amount shall be treated as an amount received by such Redeeming Member in redemption of its Common Units, and such Redeeming Member shall contribute the excess of the Withheld Amount over the Redemption Amount to the Company before the Company is required to pay over such excess to a taxing authority. (g) Notwithstanding anything to the contrary in this Agreement, EMGH and/or any of its Affiliates who are Members shall have a Redemption Right effective upon the occurrence of an EMGH Redemption Right Event; provided, however, that in the case of a Redemption Right exercised pursuant to the provisions of this Section 11.1(g), the Specified Redemption Date shall mean the first business day of the month that is at least 30 calendar days after the receipt by the Company of a Notice of Redemption.

Redemption Right. If the Rio Tinto Members own(i) At any time on or after June 12, in the aggregate2019 (if there is no Qualified IPO), less than five percent (5%) (subject to adjustment to reflect any Units split or reverse Unit split, Unit distribution, Unit reclassification, recapitalization or similar event) each of the Initial Unitsholders of a majority of the then outstanding Series A-2 Preferred Shares and Series B Preferred Shares (as the case may be) shall have the right (the “Series A-2/B Redemption Right”) but not the obligation by delivering a written notice (the “Series A-2/B Redemption Notice”) to the Company, the Ordinary Shareholders and other Preferred Shareholders requiring the Company to redeem all or any part of the Series A-2 Preferred Shares or Series B Preferred Shares (as the case may be) then issued and outstanding, and, upon delivery of the Redemption Notice, the Company shall redeem that number of Series A-2 Preferred Shares or Series B Preferred Shares (as the case may be) specified in the Series A-2/B Redemption Notice then issued and outstanding at a per share price (the “Series A-2 Redemption Price” or “Series B Redemption Price” as applicable) equal to 150% of its Original Issue Price, plus any dividend which have been declared (but which remain unpaid) in respect of the Series A-2 Preferred Shares or Series B Preferred Shares (as the case may be), as adjusted for share split, share dividends, combination, recapitalizations and similar events with respect to the Series A-2 Preferred Shares or Series B Preferred Shares (as the case may be). (ii) At any time after the earlier of (a) the fifth anniversary of the Closing Date (if there is no Qualified IPO) or (b) any redemption initiated by the holders or Series A-2 Shares or Series B Shares pursuant to 9.1(i) above, each of the holders of a majority of the then outstanding Series C Preferred Shares shall have the right (the “Series C Redemption Right”) but not the obligation by delivering a written notice (the “Series C Redemption Notice”) to acquire by redemption the Company, the Ordinary Shareholders and other Preferred Shareholders requiring the Company to redeem all or any part of the Common Membership Units held by Series C Preferred Shares then issued and outstanding, and, upon delivery of the Rio Tinto Members Series C Redemption Notice, the Company shall redeem that number of Series C Preferred Shares that are specified in the Series C Redemption Notice then issued and outstanding at a per share price (the "CPE “Series C Redemption Right"Price”) at a price to be paid by the Company equal to 150% of its Original Issue Price, plus any dividend which have been declared (but which remain unpaid) in respect of the Series C Preferred Shares, as adjusted for share split, share dividends, combination, recapitalizations and similar events with respect to the Series C Preferred Shares. (iii) The closing of the redemption of the Series A-2 Preferred Shares, Series B Preferred Shares or the Series C Preferred Shares (as the case may be) (the “Redemption Closing”) shall take place no later than twelve (12) months after delivery of the applicable Redemption Notice (provided, that, for purposes of convenience in managing the redemption(s) contemplated hereunder, in the form case of delivery of a Series C Redemption Notice pursuant to 9.1(ii)(b) above, the date of delivery of the Cash SettlementSeries C Redemption Notice shall be treated as the same date as the delivery date of the Series A-2/B Redemption Notice). At the Redemption Closing, the relevant Preferred Shareholders shall deliver certificates representing the Series A-2 Preferred Shares, Series B Preferred Shares or Series C Preferred Shares (as applicable) being redeemed. The Company shall exercise such right deliver, by giving written notice wire transfer of immediately available funds and at the relevant closing, payment in full of (a) the "CPE Series A-2 Redemption Price, Series B Redemption Price or Series C Redemption Price (as applicable), and (b), if the Company fails to pay the full amount of the Series A-2 Redemption Price, Series B Redemption Price or Series C Redemption Price (as applicable) on or prior to the date that is thirty days following the date of delivery of applicable Redemption Notice", an interest on the unpaid amount of the applicable Redemption Price, calculated based on a rate of 8.45% per annum (accrued daily) from the date of the applicable Redemption Notice to the Rio Tinto Members with a copy to CPEdate of actual payment. The CPE Redemption Notice shall state that At the Company intends to acquire by redemption all of relevant closing, the Common Membership Units held by the Rio Tinto Members (the "CPE Redeemed Units") relevant Preferred Shareholders and shall specify a date, which is not more than sixty (60) Business Days after delivery of the CPE Redemption Notice or as otherwise agreed between the Company and the Rio Tinto Members, on which date exercise of the CPE Redemption Right shall be completed (the "CPE Redemption Date"). Unless CPE has assumed the rights and obligations of the Company with respect to the CPE Redemption Right pursuant to Section 8.3(b), then, on the CPE Redemption Date (i) the Rio Tinto Members shall transfer and surrender to the Company the CPE Redeemed Units and represent and warrant to the Company that the CPE Redeemed Units are owned by the Rio Tinto Members free and clear of all liens and encumbrances and (ii) the Company shall execute such additional documents as may be necessary or appropriate to effect the redemption of the Series A-2 Preferred Shares, the Series B Preferred Shares or the Series C Preferred Shares (x) cancel as applicable). All of the CPE Redeemed Units, (y) pay Shareholders shall take such actions as may be necessary or appropriate to give effect to the Rio Tinto Members Series A-2/B Redemption Right and/or the Cash Settlement Series C Redemption Right (as applicable), including but not limited to which voting, and causing and procuring the Rio Tinto Members are entitled under this Section 8.3(a) and (z) revise Exhibit A accordingly directors nominated respectively by them to reflect the cancellation vote, in favor of the CPE Redeemed Units pursuant to this Section 8.3(aredemption of the Series A-2 Preferred Shares, the Series B Preferred Shares or the Series C Preferred Shares (as applicable).

Redemption Right. 5.6.1 If 90% or more in aggregate principal amount of Debentures outstanding on the Rio Tinto Members own, in date the aggregate, less than five percent (5%) (subject Company provides the Change of Control Notice and Offer to adjustment to reflect any Units split or reverse Unit split, Unit distribution, Unit reclassification, recapitalization or similar event) holders of the Initial UnitsDebentures have been tendered for redemption pursuant to the Offer on the expiration thereof, the Company shall have has the right and obligation upon written notice provided to acquire by redemption all the Trustee in the manner provided in section 12.3 within 10 days following the expiration of the Common Membership Units held by Offer, to redeem and shall redeem all the Rio Tinto Members Debentures remaining outstanding on the expiration of the Offer at the Total Offer Price (the "CPE Redemption Right90% REDEMPTION RIGHT") at a price to be paid by the Company equal to and in the form ). 5.6.2 Upon receipt of the Cash Settlement. The Company shall exercise such right by giving written notice (the "CPE Redemption Notice") to the Rio Tinto Members with a copy to CPE. The CPE Redemption Notice shall state that the Company intends has exercised or is exercising the 90% Redemption Right and is acquiring the remaining Debentures, the Trustee shall promptly provide written notice in the manner provided in section 12.2 to acquire by redemption each Debenture holder that did not previously accept the Offer that: (a) the Company has exercised the 90% Redemption Right and is redeeming all outstanding Debentures effective on the expiry of the Common Membership Units held by Offer at the Rio Tinto Members (the "CPE Redeemed Units") Total Offer Price, and shall specify include a date, which is not more than sixty (60) Business Days after delivery calculation of the CPE Redemption Notice or amount and type of consideration payable to such holder as otherwise agreed between payment of the Total Offer Price; (b) each such holder must transfer their Debentures to the Trustee on the same terms as those holders that accepted the Offer and must send their respective Debentures, duly endorsed for transfer, to the Trustee within 10 days after the sending of such notice; and (c) the rights of such holder under the terms of the Debentures and this Indenture cease effective as of the date of expiry of the Offer provided the Company and the Rio Tinto Membershas, on which date or before the time of notifying the Trustee of the exercise of the CPE 90% Redemption Right shall be completed (Right, paid or deposited the "CPE Redemption Date"). Unless CPE has assumed the rights and obligations of the Company with respect Total Offer Price to, or to the CPE Redemption Right pursuant order of, the Trustee and thereafter the Debentures shall not be considered to Section 8.3(b), then, on be outstanding and the CPE Redemption Date (i) holder shall not have any right except to receive such holder's Total Offer Price upon surrender and delivery of such holder's Debentures in accordance with the Rio Tinto Members shall transfer and surrender to the Company the CPE Redeemed Units and represent and warrant to the Company that the CPE Redeemed Units are owned by the Rio Tinto Members free and clear of all liens and encumbrances and (ii) the Company shall (x) cancel the CPE Redeemed Units, (y) pay to the Rio Tinto Members the Cash Settlement to which the Rio Tinto Members are entitled under this Section 8.3(a) and (z) revise Exhibit A accordingly to reflect the cancellation of the CPE Redeemed Units pursuant to this Section 8.3(a)Indenture.

Redemption Right. If the Any Rio Tinto Members own, in the aggregate, less than five percent (5%) (subject Member shall be entitled to adjustment to reflect any Units split or reverse Unit split, Unit distribution, Unit reclassification, recapitalization or similar event) of the Initial Units, cause the Company shall have the right to acquire by redemption at any time all or any portion of the Common Membership Units held by the Rio Tinto Members it (the "CPE Redemption Right") at a redemption price to be paid by the Company equal to and in the form of the Cash Settlement. The Company Any Rio Tinto Member desiring to exercise its Redemption Right (the "Redeeming Member") shall exercise such right by giving written notice (the "CPE Redemption Notice") to the Rio Tinto Members Company with a copy to CPE. The CPE Redemption Notice shall state that specify the Company intends to acquire by redemption all number of the Common Membership Units held by the Rio Tinto Members (the "CPE Redeemed Units") that the Redeeming Member intends to have the Company redeem and shall specify a date, which is not more than sixty (60) Business Days after delivery of the CPE Redemption Notice or as otherwise agreed between the Company and the Rio Tinto Memberssuch Redeeming Member, on which date exercise of the CPE Redemption Right shall be completed (the "CPE Redemption Date") unless the Redeeming Member has timely delivered a Retraction Notice as provided in Section 9.1(c). Notwithstanding the foregoing sentence, if any Rio Tinto Member exercises the Redemption Right within one hundred eighty (180) days following the date of this Agreement and after giving effect to the redemption of the Redeemed Units the Rio Tinto Members, collectively, will cease to own any Common Membership Units, the Redemption Date specified in the Redemption Notice shall be at least sixty (60) Business Days after delivery of the Redemption Notice. Unless (i) CPE has assumed the rights and obligations of the Company with respect to the CPE Redemption Right pursuant to Section 8.3(b9.1(b), or (ii) the Redeeming Member has timely delivered a Retraction Notice as provided in Section 9.1(c), then, on the CPE Redemption Date (i) the Rio Tinto Members shall transfer and surrender to be effective immediately prior to the Company close of business on the CPE Redeemed Units and represent and warrant to the Company that the CPE Redeemed Units are owned by the Rio Tinto Members free and clear of all liens and encumbrances and (ii) the Company shall (x) cancel the CPE Redeemed Units, (y) pay to the Rio Tinto Members the Cash Settlement to which the Rio Tinto Members are entitled under this Section 8.3(a) and (z) revise Exhibit A accordingly to reflect the cancellation of the CPE Redeemed Units pursuant to this Section 8.3(aRedemption Date).

Redemption Right. If the Rio Tinto Members own, in the aggregate, less than five percent (5%) (subject to adjustment to reflect any Units split or reverse Unit split, Unit distribution, Unit reclassification, recapitalization or similar event) of the Initial Units, the Company shall have the right to acquire by redemption all of the Common Membership Units held by the Rio Tinto Members (the "“CPE Redemption Right"”) at a price to be paid by the Company equal to and in the form of the Cash Settlement. The Company shall exercise such right by giving written notice (the "“CPE Redemption Notice"”) to the Rio Tinto Members with a copy to CPE. The CPE Redemption Notice shall state that the Company intends to acquire by redemption all of the Common Membership Units held by the Rio Tinto Members (the "“CPE Redeemed Units"”) and shall specify a date, which is not more than sixty (60) Business Days after delivery of the CPE Redemption Notice or as otherwise agreed between the Company and the Rio Tinto Members, on which date exercise of the CPE Redemption Right shall be completed (the "“CPE Redemption Date"”). Unless CPE has assumed the rights and obligations of the Company with respect to the CPE Redemption Right pursuant to Section 8.3(b), then, on the CPE Redemption Date (i) the Rio Tinto Members shall transfer and surrender to the Company the CPE Redeemed Units and represent and warrant to the Company that the CPE Redeemed Units are owned by the Rio Tinto Members free and clear of all liens and encumbrances and (ii) the Company shall (x) cancel the CPE Redeemed Units, (y) pay to the Rio Tinto Members the Cash Settlement to which the Rio Tinto Members are entitled under this Section 8.3(a) and (z) revise Exhibit A accordingly to reflect the cancellation of the CPE Redeemed Units pursuant to this Section 8.3(a).

Redemption Right. If (a) For a period from the Rio Tinto Members own, in Closing to the aggregate, less than five percent (5%) (subject to adjustment to reflect any Units split or reverse Unit split, Unit distribution, Unit reclassification, recapitalization or similar event) of 60th day following the Initial UnitsClosing, the Company shall have a right to redeem and repurchase from the Investors all, but not less than all, of the Company Securities acquired at the Closing, at a redemption price of $0.50 per share of Common Stock and, upon such redemption, the Warrants issued with respect to such shares of Common Stock shall be cancelled and terminated and shall be of no further force or effect, with no additional payment therefor. (b) By way of illustration and not limitation, in the event that an Investor acquired 100,000 shares of Common Stock at the Closing and was issued a Warrant to acquire 100,000 additional shares of Common Stock at the Closing, the redemption price payable to such Investor shall be $50,000 for the redemption of the 100,000 shares of Common Stock, and the Warrant to acquire the 100,000 additional shares of Common Stock shall be cancelled and terminated and shall be of no further force or effect, with no additional payment therefor. (c) The Company shall provide notice to the Investors of the Company’s election to undertake the redemption of the Company Securities pursuant to this Section 2.03 on or before the 60th day following the Closing, in accordance with the provisions of Section 12.02 and if such notice is not received by the Investors on or prior to such date the Company shall no longer have the right to acquire by undertake any such redemption all pursuant to this Section 2.03. If the Company elects to exercise its rights pursuant to this Section 2.03 and validly does so, the closing of the Common Membership Units held by redemption hereunder shall occur on the Rio Tinto Members (third Business Day following the "CPE Redemption Right") at a price to be paid by the Company equal to and in the form receipt of the Cash Settlement. notice required hereunder. (d) The Company shall exercise such right by giving written notice (redemption price for the "CPE Redemption Notice") to the Rio Tinto Members with a copy to CPE. The CPE Redemption Notice shall state that the Company intends to acquire by redemption all of the Common Membership Units held by the Rio Tinto Members (the "CPE Redeemed Units") and shall specify a date, which is not more than sixty (60) Business Days after delivery of the CPE Redemption Notice or as otherwise agreed between the Company and the Rio Tinto Members, on which date exercise of the CPE Redemption Right shall be completed (the "CPE Redemption Date"). Unless CPE has assumed the rights and obligations of the Company Securities pursuant to this Section 2.03 shall be paid in cash (via wire transfer to accounts as designated by the applicable Investors) in full at the closing of the redemption. Each of the Parties covenants and agrees to executing and delivering such documents and undertaking such actions as reasonably required to effect the intent of this Section 2.03, provided that the Parties acknowledge and agree that the Investors shall not be required to agree to any additional limitations, covenants or agreements in connection therewith and shall provide customary representations with respect to the CPE Redemption Right pursuant Company Securities, including as to Section 8.3(b), then, on the CPE Redemption Date (i) the Rio Tinto Members shall transfer and surrender to their ownership of the Company the CPE Redeemed Units and represent and warrant to the Company that the CPE Redeemed Units are owned by the Rio Tinto Members Securities at such time, free and clear of all liens and encumbrances and (ii) the Company shall (x) cancel the CPE Redeemed Units, (y) pay to the Rio Tinto Members the Cash Settlement to which the Rio Tinto Members are entitled under this Section 8.3(a) and (z) revise Exhibit A accordingly to reflect the cancellation of the CPE Redeemed Units pursuant to this Section 8.3(a)Liens.

Redemption Right. If A. Subject to Sections 8.6(B) and 8.6(C) hereof and at any time on or after such date as expressly provided for in any agreement entered into between the Rio Tinto Members ownPartnership and any Limited Partner, in each holder of a Common Unit (if other than the aggregate, less than five percent (5%General Partner) (subject to adjustment to reflect any Units split or reverse Unit split, Unit distribution, Unit reclassification, recapitalization or similar event) of the Initial Units, the Company shall have the right (the “Redemption Right”) to acquire by redemption require the Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Partnership Units constitute Common Membership Units Units) held by the Rio Tinto Members (the "CPE Redemption Right") such holder at a redemption price to be paid by the Company equal to and in the form of the Cash SettlementAmount to be paid by the Partnership; provided that the Partnership Units shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. The Company Redemption Right shall exercise such right by giving written notice (the "CPE be exercised pursuant to a Notice of Redemption Notice") delivered to the Rio Tinto Members Partnership (with a copy to CPE. The CPE Redemption Notice shall state the General Partner) by the holder who is exercising the redemption right (the “Redeeming Partner”); provided, however, that the Company intends Partnership shall not be obligated to acquire by redemption satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(B). A holder under this Section 8.6(A) may not exercise the Redemption Right for less than 1,000 Partnership Units at any one time or, if such holder holds less than 1,000 Partnership Units, all of the Common Membership Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Rio Tinto Members (Specified Redemption Date. The Assignee of any holder herein may exercise the "CPE Redeemed Units") rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall specify a date, which is not more than sixty (60) Business Days after delivery of be bound by the CPE Redemption Notice or as otherwise agreed between the Company and the Rio Tinto Members, on which date exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the CPE Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption. AmericasActive:14392849.4 B. Notwithstanding the provisions of Section 8.6(A), a Limited Partner that exercises the Redemption Right shall be completed (deemed to have offered to sell the "CPE Partnership Units described in the Notice of Redemption to the Operating Partnership, and the Operating Partnership may, in its sole and absolute discretion, elect to purchase directly and acquire such Partnership Units by paying to the Redeeming Partner either the Cash Amount or the OP Unit Amount, as elected by the Operating Partnership in its sole and absolute discretion, on the Specified Redemption Date"), whereupon the Operating Partnership shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. If the Operating Partnership shall elect to exercise its right to purchase Partnership Units under this Section 8.6(B) with respect to a Notice of Redemption, it shall so notify the Redeeming Partner within five Business Days after the receipt by it of such Notice of Redemption. Unless CPE has assumed the rights Operating Partnership (in its sole and obligations of absolute discretion) shall exercise its right to purchase Partnership Units from the Company Redeeming Partner pursuant to this Section 8.6(B), the Operating Partnership shall not have any obligation to the Redeeming Partner or the Partnership with respect to the CPE Redeeming Partner’s exercise of the Redemption Right. In the event the Operating Partnership shall exercise its right to purchase Partnership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.6(B), the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such Redemption Right, and each of the Redeeming Partner, the Partnership and the Operating Partnership shall treat the transaction between the Operating Partnership and the Redeeming Partner, for federal income tax purposes, as a sale of the Redeeming Partner’s Partnership Units to the Operating Partnership. Each Redeeming Partner agrees to execute such documents as the Operating Partnership may reasonably require in connection with the issuance of OP Units upon exercise of the Redemption Right. In case of any reclassification of OP Units (including, but not limited to, any reclassification upon a consolidation or merger in which the Operating Partnership is the surviving entity) into securities other than OP Units, for purposes of this Section 8.6(B), the Operating Partnership (or its successor) may thereafter exercise its right to purchase Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of OP Units for which such Partnership Units could be purchased pursuant to this Section immediately prior to such reclassification. C. Notwithstanding the provisions of Section 8.6(A) and Section 8.6(B), a Partner shall not be entitled to exercise the Redemption Right pursuant to Section 8.3(b), then, 8.6(A) to the extent that the delivery of OP Units to such Partner on the CPE Specified Redemption Date by the Operating Partnership pursuant to Section 8.6(B) (regardless of whether or not the Operating Partnership would in fact exercise its rights under Section 8.6(B)) would (i) be prohibited, as determined in the Rio Tinto Members shall transfer and surrender sole discretion of the Operating Partnership, by law or any other agreement applicable to the Company Operating Partnership or (ii) cause the CPE Redeemed acquisition of OP Units by such Partner to be “integrated” with any other distribution of OP Units for purposes of complying with the Securities Act. AmericasActive:14392849.4 D. Each Partner covenants and represent and warrant agrees that all Partnership Units delivered for redemption shall be delivered to the Company that the CPE Redeemed Units are owned by the Rio Tinto Members Partnership free and clear of all liens and encumbrances and (ii) the Company shall (x) cancel the CPE Redeemed Unitsliens; and, (y) pay notwithstanding anything contained herein to the Rio Tinto Members contrary, the Cash Settlement Partnership shall be under no obligation to acquire Partnership Units which the Rio Tinto Members are entitled under this Section 8.3(a) and (z) revise Exhibit A accordingly or may be subject to reflect the cancellation any liens. Each Partner further agrees that, if any state or local property transfer tax is payable as a result of the CPE Redeemed transfer of its Partnership Units pursuant to this Section 8.3(a)the Partnership, such Partner shall assume and pay such transfer tax.

Redemption Right. If the Any Rio Tinto Members own, in the aggregate, less than five percent (5%) (subject Member shall be entitled to adjustment to reflect any Units split or reverse Unit split, Unit distribution, Unit reclassification, recapitalization or similar event) of the Initial Units, cause the Company shall have the right to acquire by redemption at any time all or any portion of the Common Membership Units held by the Rio Tinto Members it (the "CPE “Redemption Right"”) at a redemption price to be paid by the Company equal to and in the form of the Cash Settlement. The Company Any Rio Tinto Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice (the "CPE “Redemption Notice"”) to the Rio Tinto Members Company with a copy to CPE. The CPE Redemption Notice shall state that specify the Company intends to acquire by redemption all number of the Common Membership Units held by the Rio Tinto Members (the "CPE “Redeemed Units"”) that the Redeeming Member intends to have the Company redeem and shall specify a date, which is not more than sixty (60) Business Days after delivery of the CPE Redemption Notice or as otherwise agreed between the Company and the Rio Tinto Memberssuch Redeeming Member, on which date exercise of the CPE Redemption Right shall be completed (the "CPE “Redemption Date"”) unless the Redeeming Member has timely delivered a Retraction Notice as provided in Section 9.1(c). Notwithstanding the foregoing sentence, if any Rio Tinto Member exercises the Redemption Right within one hundred eighty (180) days following the date of this Agreement and after giving effect to the redemption of the Redeemed Units the Rio Tinto Members, collectively, will cease to own any Common Membership Units, the Redemption Date specified in the Redemption Notice shall be at least sixty (60) Business Days after delivery of the Redemption Notice. Unless (i) CPE has assumed the rights and obligations of the Company with respect to the CPE Redemption Right pursuant to Section 8.3(b9.1(b), or (ii) the Redeeming Member has timely delivered a Retraction Notice as provided in Section 9.1(c), then, on the CPE Redemption Date (ito be effective immediately prior to the close of business on the Redemption Date) (x) the Rio Tinto Members Redeeming Member shall transfer and surrender to the Company the CPE Redeemed Units and represent and warrant to the Company that the CPE Redeemed Units are owned by the Rio Tinto Members such Redeeming Member free and clear of all liens and encumbrances and (iiy) the Company shall (xA) cancel the CPE Redeemed Units, (yB) pay to the Rio Tinto Members Redeeming Member the Cash Settlement to which the Rio Tinto Members are Redeeming Member is entitled under this Section 8.3(a9.1(a) and (zC) revise Exhibit A accordingly to reflect the cancellation of the CPE Redeemed Units pursuant to this Section 8.3(a9.1(a). All of the Company’s rights and obligations arising from the Redemption Notice shall terminate if the Redeeming Member timely delivers a Retraction Notice as provided in Section 9.1(c).

Redemption Right. (a) If the Rio Tinto Members own, in the aggregate, less than five percent (5%) (subject to adjustment to reflect any Units split or reverse Unit split, Unit distribution, Unit reclassification, recapitalization or similar event) a registration statement registering shares of the Initial UnitsCompany's common stock for sale in an initial public offering (an "IPO") and pursuant to which the Company's Series A Preferred Stock is converted to Common Stock, the Company shall have the right to acquire by redemption all of the Common Membership Units held is not declared effective by the Rio Tinto Members Securities and Exchange Commission on or before December 15, 1999, then beginning on December 15, 1999 and ending on December 29,1999 (the "CPE Redemption RightPeriod") at a price Investor may demand that up to 100% of the Shares be paid redeemed by the Company equal to and in the form of the Cash SettlementCompany. The Company Such redemption right shall exercise such right be exercised by giving written notice (the "CPE Redemption Notice") to the Rio Tinto Members Company during the Redemption Period, stating in such Notice the number of Shares to be redeemed and delivering the certificates for the Shares to be so redeemed to the Company. Upon its receipt of the Notice and share certificates, the Company shall have until the close of business on January 12, 2000, to redeem all Shares as to which it received Notice for redemption of in accordance with the foregoing to the extent that the Company's shareholders' equity is sufficient for such purpose under Washington law. Any redemption hereunder shall be at a copy redemption price equal to CPEthe per share price paid by Investor (adjusted appropriately for stock splits, stock dividends and the like) (the "Redemption Price"). (b) This redemption right shall terminate in all cases, immediately upon the effectiveness of a registration statement in an IPO on or before December 15, 1999 and pursuant to which the Company's Series A Preferred Stock is converted to Common Stock. (c) If the Company does not, under Washington law, have sufficient shareholders' equity to redeem all the Shares for which redemption is requested, then it shall redeem all remaining Shares as soon as it may legally do so. The CPE Redemption Notice shall state In the event that the Company intends fails to acquire timely redeem Shares for which redemption is requested, then the Redemption Price for such Shares shall bear interest at a per annum rate equal to the Prime Rate (as reported by redemption all the Wall Street Journal from time to time) plus five (5) percent. (d) The Company agrees and covenants that it shall set up a separate account for the funds to be received from Investor in payment of the Common Membership Units held by the Rio Tinto Members (the "CPE Redeemed Units") Purchase Price and shall specify a date, which is agrees and covenants that it will not more than sixty (60) Business Days after delivery use any of the CPE Redemption Notice or as otherwise agreed between the Company and the Rio Tinto Members, on which date exercise of the CPE Redemption Right shall be completed (the "CPE Redemption Date"). Unless CPE has assumed the rights and obligations of the Company with respect such funds for any purposes whatsoever prior to the CPE Redemption Right pursuant to Section 8.3(b), then, on closing of an IPO without the CPE Redemption Date (i) the Rio Tinto Members shall transfer and surrender to the Company the CPE Redeemed Units and represent and warrant to the Company that the CPE Redeemed Units are owned by the Rio Tinto Members free and clear express written permission of all liens and encumbrances and (ii) the Company shall (x) cancel the CPE Redeemed Units, (y) pay to the Rio Tinto Members the Cash Settlement to which the Rio Tinto Members are entitled under this Section 8.3(a) and (z) revise Exhibit A accordingly to reflect the cancellation of the CPE Redeemed Units pursuant to this Section 8.3(a)Investor.