Common use of Redemption Right Clause in Contracts

Redemption Right. (a) Except as set forth in the sentence that immediately follows this sentence and Section 11.1(g) hereof and subject to Section 11.1(c) hereof and the provisions of any agreement between the Company and one or more Members, beginning on the date that is twelve months after the date of issuance of any Common Units, each Member (other than the Managing Member or any direct or indirect wholly owned Subsidiary of the Managing Member) shall have the right (the “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 equal to and in the form of the Cash Amount. 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 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 the 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. No Member may deliver more than one Notice of Redemption during each calendar quarter unless otherwise agreed upon by the 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 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 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 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. In the event the Managing Member shall exercise its right to satisfy the Redemption Right in the manner described in the preceding sentence, 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 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 EFC Shares upon exercise of the 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 if (i) the 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 agrees that all Common Units tendered for redemption pursuant to this Section 11.1 will be delivered to the Company or the Managing Member free and clear of all liens, claims, and encumbrances whatsoever and should any such liens, claims or encumbrances exist or arise with respect to such Common Units, neither the Company nor the Managing Member shall be under any obligation to acquire such Common Units pursuant to Section 11.1(a) or 11.1(b) hereof. Each Redeeming Member further agrees that, in the event any state or local property transfer tax is payable as a result of the Transfer of its Common Units to the Company or the Managing Member, such Redeeming Member shall assume and pay such transfer tax. (e) Any Cash 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 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. (aA. Subject to Sections 8.6(B) Except as set forth in the sentence that immediately follows this sentence and Section 11.1(g8.6(C) hereof and subject to Section 11.1(c) hereof and the provisions of at any time on or after such date as expressly provided for in any agreement entered into between the Company Partnership and one or more Members, beginning on the date that is twelve months after the date of issuance of any Common UnitsLimited Partner, each Member holder of a Common Unit (if other than the Managing Member or any direct or indirect wholly owned Subsidiary of the Managing MemberGeneral Partner) shall have the right (the “Redemption Right”) to require the Company Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Member’s Partnership Units constitute Common Units Units) held by such holder at a redemption price equal to and in the form of the Cash Amount. Notwithstanding Amount to be paid by the provisions 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 Sections 11.1(a) and 11.1(b) hereofthe Board of Directors, and only with respect may allow a holder to exercise its Redemption Right prior 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 being outstanding for one year 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 Agreementits discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption in the form attached hereto as Exhibit B delivered to the Company Partnership (with a copy to the Managing MemberGeneral Partner) by the Member holder who is exercising the Redemption Right redemption right (the “Redeeming MemberPartner”); provided, and however, that the Partnership shall not be obligated to satisfy such notice shall be irrevocable unless otherwise agreed upon by Redemption Right if the Managing Member. No Member may deliver more than one Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption during each calendar quarter unless otherwise agreed upon by the Managing Memberpursuant to Section 8.6(B). A Member holder under this Section 8.6(A) may not exercise the Redemption Right for less than 1,000 Partnership Units at any one thousand (1,000) Common Units time or, if such Member holder holds less than one thousand (1,000) Common 1,000 Partnership Units, all of the Common Partnership Units held by such MemberPartner. The Redeeming Member Partner shall have no right, with respect to any Common Partnership Units so redeemed, to receive any distribution distributions paid with respect to Common Units if the Company Record Date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the 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 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 holder in this Section 8.6(A), the 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) B. Notwithstanding the provisions of Section 11.1(a) hereof8.6(A), if a Member Limited Partner that exercises the Redemption Right by delivering shall be deemed to have offered to sell the Partnership Units described in the Notice of Redemption to the Company a Notice of RedemptionOperating Partnership, then and the Managing Member Operating Partnership 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 Partnership Units by paying to the Redeeming Member Partner either the EFC Shares 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 Managing Member Operating Partnership shall acquire the Common Partnership Units tendered offered for redemption by the Redeeming Member Partner and the Managing Member shall be treated for all purposes of this Agreement as the owner of such Common 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 the Operating Partnership (in its sole and absolute discretion) shall exercise its right to purchase Partnership Units from the 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 Redeeming Partner’s exercise of the Redemption Right. In the event the Managing Member Operating Partnership shall exercise its right to satisfy purchase Partnership Units with respect to the exercise of a Redemption Right in the manner described in the preceding sentencefirst sentence of this Section 8.6(B), the Company Partnership shall have no obligation to pay any amount to the Redeeming Member Partner with respect to such Redeeming MemberPartner’s exercise of the such Redemption Right, and each of the Redeeming MemberPartner, the Company Partnership and the Managing Member Operating Partnership shall treat the transaction between the Managing Member Operating Partnership and the Redeeming Member Partner, for federal income tax purposes, as a sale of the Redeeming MemberPartner’s Common Partnership Units to the Managing Member for federal income tax purposesOperating Partnership. Each Redeeming Member Partner agrees to execute such documents as the Managing Member Operating Partnership may reasonably require in connection with the issuance of EFC Shares 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) C. Notwithstanding the provisions of Sections 11.1(aSection 8.6(A) and 11.1(b) hereofSection 8.6(B), a Member Partner shall not be entitled to exercise the Redemption Right if (ipursuant to Section 8.6(A) to the extent that the delivery of EFC Shares OP Units to such Member Partner on the Specified Redemption Date by the Managing Member Operating Partnership pursuant to Section 11.1(b8.6(B) hereof (regardless of whether or not the Managing Member Operating Partnership would in fact exercise its rights under Section 11.1(b8.6(B)) would (Ai) be prohibited under prohibited, as determined in the EFC sole discretion of the Operating Agreement Partnership, by law or any other agreement applicable to the Operating Partnership or (Bii) cause the acquisition of EFC Shares OP Units by such Member Partner to be “integrated” with any other distribution of EFC Shares or Common OP 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) D. Each Redeeming Member Partner covenants and agrees that all Common Partnership Units tendered delivered for redemption pursuant to this Section 11.1 will shall be delivered to the Company or the Managing Member Partnership free and clear of all liens; and, claimsnotwithstanding anything contained herein to the contrary, and encumbrances whatsoever and should any such liens, claims or encumbrances exist or arise with respect to such Common Units, neither the Company nor the Managing Member Partnership shall be under any no obligation to acquire such Common Partnership Units pursuant which are or may be subject to Section 11.1(a) or 11.1(b) hereofany liens. Each Redeeming Member Partner further agrees that, in the event if any state or local property transfer tax is payable as a result of the Transfer transfer of its Common Partnership Units to the Company or the Managing MemberPartnership, such Redeeming Member Partner shall assume and pay such transfer tax. (e) Any Cash 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 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.AmericasActive:14394763.5

Redemption Right. (ai) Except as Upon the terms and subject to the conditions set forth in the sentence that immediately follows this sentence and Section 11.1(g) hereof and subject to Section 11.1(c) hereof and the provisions of any agreement between the Company and one or more Members, beginning on the date that is twelve months after the date of issuance of any Common Units3.6, each Member of the Members (other than the Managing Member or PubCo Holdings Group) (any direct or indirect wholly owned Subsidiary of the Managing such Member, a “Redeeming Member”) shall have the right (the “Redemption Right”) be entitled to require cause the Company to redeem on a Specified Redemption Date all or a portion of such Member’s Common 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 a redemption price 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)(C), (D), or (E), with respect to each Redemption, a Redeeming Member that is not the Parent 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 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)(A) to a particular date or period during each quarter by providing notice of such limitation to all Members prior to the beginning of the relevant quarter. (B) Except as set forth in Section 3.6(a)(ii)(C), (D), or (E), with respect to each Redemption, Parent 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 Parent and (2) permitted to effect a Redemption of Units no more frequently than once per calendar month. (C) Subject to Section 3.6(k), and except as set forth in Section 3.6(a)(ii)(D), Parent, either alone or concurrently with its Affiliates, may exercise its Redemption right at any time with respect to at least 1,450,000 Units. (D) Subject to Section 3.6(k), 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 form Registration Rights Agreement. (E) Subject to Section 3.6(k), a Redeeming Member may exercise its Redemption right no more frequently than 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 Cash Amount. Notwithstanding the provisions of Sections 11.1(a) and 11.1(b) hereof, and only Exchange Act with respect to the Common Units held Class A Shares; provided, that the Managing Member approved such trading plan for purposes of this Agreement in advance of its adoption (or amendment, if applicable) (such approval not to be unreasonably withheld, conditioned or delayed). 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 interest of the Company for administrative purposes to coordinate redemptions by EMGH as multiple Members or otherwise, adopt a policy to limit Redemptions pursuant to this Section 3.6(a)(ii)(E) to a particular date or period during each calendar month by providing notice of such limitation to all Members prior to the beginning of the relevant calendar month. (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 three Business Days prior to the Redemption Date, with a copy to PubCo (the date of this Agreement 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 (the “Initial EMGH Common Redeemed Units”); (B) if the Class A Shares to be received are to be issued other than in the name of the Redeeming Member, EMGH shall have the name(s) of the Person 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 set forth 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 Section 11.1(awhich 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 be entitled to elect (a “Cash Election”) to settle the Redemption by delivering to the Redeeming Member, in lieu of all, but not less than all, of the 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. In order to make a Cash Election with respect to a Redemption, the Initial EMGH Common Units beginning on the date that is twenty-four (24) months after the date Company must provide written notice of this Agreement. The Redemption Right shall be exercised pursuant to a Notice of Redemption in the form attached hereto as Exhibit B delivered such election to the Company Redeeming Member (with a copy to PubCo) no later than the Managing Member) by the Member who is exercising second Business Day prior to the Redemption Right (the “Redeeming Member”), and such notice shall be irrevocable unless otherwise agreed upon by the Managing MemberDate. No Member may deliver more than one Notice of Redemption during each calendar quarter unless otherwise agreed upon by the 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 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 If the Company Record Date for fails to provide such distribution is on or after the Specified Redemption Date. (b) Notwithstanding the provisions of Section 11.1(a) hereofwritten notice prior to such time, if it shall not be entitled to make 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. In the event the Managing Member shall exercise its right to satisfy the Redemption Right in the manner described in the preceding sentence, the Company shall have no obligation to pay any amount to the Redeeming Member Cash Election with respect to such Redemption without the written consent of the Redeeming Member’s exercise of the Redemption Right. (v) For U.S. federal income (and applicable state and local) tax purposes, and each of the Redeeming Member, the Company, and PubCo (and any other member of the PubCo Holdings Group, as applicable), agree to treat (A) each Redemption, to the extent that PubCo or another member of the PubCo Holdings Group contributes to the Company the consideration the Redeeming Member is entitled to receive pursuant to Section 3.6(b)(ii), and (B) in the Managing Member shall treat the event PubCo exercises its Call Right, each transaction between the Managing Redeeming Member and PubCo or such other member of the Redeeming Member PubCo Holdings Group, as a sale of the Redeeming Member’s Common 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 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), agree to treat each Redemption, 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 extent PubCo does not exercise its Call Right and neither PubCo nor another member of the 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 if (i) the 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 agrees that all Common Units tendered for redemption pursuant to this Section 11.1 will be delivered PubCo Holdings Group contributes to the Company or the Managing Member free and clear of all liens, claims, and encumbrances whatsoever and should any such liens, claims or encumbrances exist or arise with respect to such Common Units, neither consideration the Company nor the Managing Member shall be under any obligation to acquire such Common Units pursuant to Section 11.1(a) or 11.1(b) hereof. Each Redeeming Member further agrees thatis entitled to receive under Section 3.6(a)(i), in the event any state or local property transfer tax is payable as a result of the Transfer of its Common Units to the Company or the Managing Member, such Redeeming Member shall assume and pay such transfer tax. (e) Any Cash 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 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 distribution by 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. (ai) Except as Upon the terms and subject to the conditions set forth in the sentence that immediately follows this sentence and Section 11.1(g) hereof and subject to Section 11.1(c) hereof and the provisions of any agreement between the Company and one or more Members, beginning on the date that is twelve months after the date of issuance of any Common Units4.6, each Member of the Members (other than the Managing Member or any direct or indirect wholly owned Subsidiary Members that are part of the Managing PubCo Holdings Group) (each such Member, a “Redeeming Member”) shall have the right (the “Redemption Right”) be entitled to require cause the Company to redeem on a Specified Redemption Date all or a portion of such Member’s Common 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 a redemption price the Company’s election made in accordance with Section 4.6(a)(iii), cash equal to and in the form of the Cash Amount. Notwithstanding the provisions of Sections 11.1(a) and 11.1(b) hereof, and only Election Amount calculated with respect to the Common Units held by EMGH such Redemption (referred to herein as of the date of this Agreement (the “Initial EMGH Common UnitsRedemption Right”), EMGH shall have . Absent 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 prior written consent of this Agreement. 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 the 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. No Member may deliver more than one Notice of Redemption during each calendar quarter unless otherwise agreed upon by the 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 Units held by such Member. The Redeeming Member shall have no right, with respect to any Common each Redemption, a Redeeming Member shall be (A) required to redeem at least a number of Units so redeemed, to receive any distribution paid with respect to Common Units if the 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 by delivering equal to the Company 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 Notice Redemption of Redemption, then the Units no more frequently than once per calendar quarter. The Managing Member may, in its sole and absolute discretion, elect adopt a policy to purchase directly and acquire some limit quarterly exchanges to a particular date or period during each quarter by providing notice of such limitation to all ofMembers prior to the beginning of the relevant quarter, provided that such policy incorporates the following sentence of this Section 4.6(a)(i). Notwithstanding the foregoing, and subject to Section 4.6(j), a Redeeming Member may exercise its Redemption Right (x) with respect to at least [●] Units (as adjusted for any Unit splits, combinations, subdivisions, reclassifications or similar actions 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 Person(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 agrees 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 be entitled to purchase and acquireelect to settle the Redemption by delivering to the Redeeming Member, in lieu of the applicable number of Class A Shares that would be received in such Common Units by paying Redemption, an amount of cash equal to the Cash Election Amount for such Redemption. In order to make a Cash Election with respect to a Redemption, the Company must provide written notice of such election to the Redeeming Member (with a copy to PubCo) prior to 1:00 p.m., Central time, on or prior to 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. In the event the Managing Member shall exercise its right to satisfy third Business Day after the Redemption Right in the manner described in the preceding sentence, Notice Date. If the Company fails to provide such written notice prior to such time, it shall have no obligation not be entitled to pay any amount to the Redeeming Member make a Cash Election with respect to such Redeeming Member’s exercise of the Redemption RightRedemption. (iv) For U.S. federal income (and applicable state and local) tax purposes, and each of the Redeeming Member, the Company Company, and PubCo (and any other member of the Managing Member shall PubCo Holdings Group, as applicable), agrees to treat (A) each Redemption and (B) in the event PubCo or another member of the PubCo Holdings Group exercises its Call Right, each transaction between the Managing Redeeming Member and PubCo or such other member of the Redeeming Member PubCo Holdings Group, as a sale of the such 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 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 if (i) the 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 agrees that all Common Units tendered for redemption pursuant to this Section 11.1 will be delivered to the Company or the Managing Member free and clear of all liens, claims, and encumbrances whatsoever and should any such liens, claims or encumbrances exist or arise with respect to such Common Units, neither the Company nor the Managing Member shall be under any obligation to acquire such Common Units pursuant to Section 11.1(a) or 11.1(b) hereof. Each Redeeming Member further agrees that, in the event any state or local property transfer tax is payable as a result of the Transfer of its Common Units to the Company or the Managing Member, such Redeeming Member shall assume and pay such transfer tax. (e) Any Cash 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 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 PubCo 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 member of the Redemption Right and if the Redemption Amount equals PubCo Holdings Group in exchange for Class A Shares or exceeds the Withheld Amountcash, 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 authorityapplicable. (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. (ai) Except as Upon the terms and subject to the conditions set forth in the sentence that immediately follows this sentence and Section 11.1(g) hereof and subject to Section 11.1(c) hereof and the provisions of any agreement between the Company and one or more Members, beginning on the date that is twelve months after the date of issuance of any Common Units3.6, each Member of the Members (other than the Managing Member or any direct or indirect wholly owned Subsidiary of the Managing MemberPubCo Holdings Group) shall have the right (the “Redemption RightRedeeming Member”) shall be entitled to require cause the Company to redeem on a Specified Redemption Date all or a portion of such Member’s Common 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 a redemption price the Company’s election made in accordance with Section 3.6(a)(iii), cash equal to and in the form of the Cash Amount. Notwithstanding the provisions of Sections 11.1(a) and 11.1(b) hereof, and only Election Amount calculated with respect to such Redemption. Absent the Common Units held by EMGH as prior written consent 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 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 the Managing Member) by , which may be pursuant to 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. No Member may deliver more than one Notice adoption of Redemption during each calendar quarter unless otherwise agreed upon by the 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 Units held by such Member. The Redeeming Member shall have no righta written exchange policy, with respect to any Common each Redemption, a Redeeming Member shall be (A) required to redeem at least a number of Units so redeemed, to receive any distribution paid with respect to Common Units if the 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 by delivering equal to the Company 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 Notice Redemption of Redemption, then the Units no more frequently than once per calendar quarter. The Managing Member may, in its sole and absolute discretion, elect adopt a policy to purchase directly and acquire some limit quarterly exchanges to a particular date or period during each quarter by providing notice of such limitation to all ofMembers prior to the beginning of the relevant quarter, provided that such policy incorporates the following sentence of this Section 3.6(a)(i). Notwithstanding the foregoing, and subject to Section 3.6(k), a Redeeming Member may exercise its Redemption right (x) with respect to at least [•] Units (as adjusted for any Unit splits, combinations, subdivisions, reclassifications or similar actions 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 Section 2(c) of 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 3.6(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 (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 Person(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 agrees 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 be entitled to purchase and acquireelect (a “Cash Election”) to settle the Redemption by delivering to the Redeeming Member, in lieu of the applicable number of Class A Shares that would be received in such Common Units by paying Redemption, an amount of cash equal to the Cash Election Amount for such Redemption. In order to make a Cash Election with respect to a Redemption, the Company must provide written notice of such election to the Redeeming Member (with a copy to PubCo) prior to 1:00 p.m., Houston time, on or prior to 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. In the event the Managing Member shall exercise its right to satisfy third Business Day after the Redemption Right in the manner described in the preceding sentence, Notice Date. If the Company fails to provide such written notice prior to such time, it shall have no obligation not be entitled to pay any amount to the Redeeming Member make a Cash Election with respect to such Redeeming Member’s exercise of the Redemption RightRedemption. (iv) For U.S. federal income (and applicable state and local) tax purposes, and each of the Redeeming Member, the Company, and PubCo (and any other member of the PubCo Holdings Group, as applicable), agree to treat (A) each Redemption, to the extent that PubCo or another member of the PubCo Holdings Group contributes to the Company the consideration the Redeeming Member is entitled to receive pursuant to Section 3.6(b)(ii), and (B) in the Managing Member shall treat event PubCo or another member of the PubCo Holdings Group exercises its Call Right, each transaction between the Managing Redeeming Member and PubCo or such other member of the Redeeming Member PubCo Holdings Group, as a sale of the Redeeming Member’s Common 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 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), agree to treat each Redemption, 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 extent a member of the Redemption Right. (c) Notwithstanding the provisions of Sections 11.1(a) and 11.1(b) hereof, a Member shall PubCo Holdings Group does not be entitled to exercise the Redemption Right if (i) the 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 Call Right would be prohibited under Section 10.2(e) hereof. (d) Each Redeeming Member covenants and agrees that all Common Units tendered for redemption pursuant to this Section 11.1 will be delivered does not contribute to the Company or the Managing Member free and clear of all liens, claims, and encumbrances whatsoever and should any such liens, claims or encumbrances exist or arise with respect to such Common Units, neither consideration the Company nor the Managing Member shall be under any obligation to acquire such Common Units pursuant to Section 11.1(a) or 11.1(b) hereof. Each Redeeming Member further agrees thatis entitled to receive under Section 3.6(a)(i), in the event any state or local property transfer tax is payable as a result of the Transfer of its Common Units to the Company or the Managing Member, such Redeeming Member shall assume and pay such transfer tax. (e) Any Cash 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 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 distribution by 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. (a) Except as set forth If the Rio Tinto Members own, in the sentence that immediately follows this sentence and Section 11.1(gaggregate, less than five percent (5%) hereof and (subject to Section 11.1(cadjustment to reflect any Units split or reverse Unit split, Unit distribution, Unit reclassification, recapitalization or similar event) hereof and of the provisions of any agreement between Initial Units, the Company and one or more Members, beginning on the date that is twelve months after the date of issuance of any Common Units, each Member (other than the Managing Member or any direct or indirect wholly owned Subsidiary of the 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”) at a price to require be paid by the Company to redeem on a Specified Redemption Date all or a portion of such Member’s Common Units at a redemption price equal to and in the form of the Cash AmountSettlement. Notwithstanding The Company shall exercise such right by giving written notice (the provisions “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 Sections 11.1(athe Common Membership Units held by the Rio Tinto Members (the “CPE Redeemed Units”) and 11.1(bshall specify a date, which is not more than sixty (60) hereofBusiness 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 only obligations of the Company with respect to the Common Units held by EMGH as of the date of this Agreement (the “Initial EMGH Common Units”CPE Redemption Right pursuant to Section 8.3(b), EMGH shall have the Redemption Right set forth in Section 11.1(a) with respect to the Initial EMGH Common Units beginning then, on the date that is twenty-four (24) months after the date of this Agreement. The CPE 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 the 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. No Member may deliver more than one Notice of Redemption during each calendar quarter unless otherwise agreed upon by the 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 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 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 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. In the event the Managing Member shall exercise its right to satisfy the Redemption Right in the manner described in the preceding sentence, 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 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 EFC Shares upon exercise of the 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 if (i) the 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 Rio Tinto Members shall transfer and agrees that all Common Units tendered for redemption pursuant to this Section 11.1 will be delivered surrender to the Company or the Managing Member 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, claims, liens and encumbrances whatsoever and should any such liens, claims or encumbrances exist or arise with respect to such Common (ii) the Company shall (x) cancel the CPE Redeemed Units, neither (y) pay to the Company nor Rio Tinto Members the Managing Member shall be Cash Settlement to which the Rio Tinto Members are entitled under any obligation this Section 8.3(a) and (z) revise Exhibit A accordingly to acquire such Common Units pursuant to Section 11.1(a) or 11.1(b) hereof. Each Redeeming Member further agrees that, in reflect the event any state or local property transfer tax is payable as a result cancellation of the Transfer of its Common CPE Redeemed Units to the Company or the Managing Member, such Redeeming Member shall assume and pay such transfer tax. (e) Any Cash 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 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 possible8.3(a). (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. (a) Except as set forth in the sentence that immediately follows this sentence Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and Section 11.1(g8.5(f) hereof and subject to Section 11.1(c) hereof and the provisions of any agreement agreements between the Company Partnership and one or more Members, beginning on the date that is twelve months after the date of issuance of any Common UnitsLimited Partners with respect to Partnership Units held by them, each Member (Limited Partner other than the Managing Member General Partner, after holding any Class or any direct or indirect wholly owned Subsidiary Series of the Managing Member) Partnership Units for at least one year (such Partnership Units, “Eligible Units”), shall have the right (subject to the terms and conditions set forth herein) to require the Partnership to redeem (a “Redemption”) all or a portion of the Eligible Units held by such Limited Partner in exchange (a “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 equal to and in the form of the Cash Amount. Notwithstanding the provisions of Sections 11.1(a) and 11.1(b) hereof, and only for Class E REIT Shares (with respect to Eligible Units that are Series 1 Class E Units), Class S REIT Shares (with respect to Eligible Units that are Class S Units), Class T REIT Shares (with respect to Eligible Units that are Class T Units), Class D REIT Shares (with respect to Eligible Units that are Class D Units) or Class I REIT Shares (with respect to Eligible Units that are Series 2 Class E Units or Class I Units) issuable on, or the Common Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Eligible Units held by EMGH as of the date of this Agreement (the “Initial EMGH Common Tendered 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 Agreementbeen outstanding for at least one year. The Any Redemption Right shall be exercised pursuant to a Notice of Redemption in the form attached hereto as Exhibit B delivered to the Company Partnership (with a copy to the Managing MemberGeneral Partner) by the Member who is Limited Partner exercising the Redemption Right (the “Redeeming MemberTendering Party”). Within 30 days of receipt of a Notice of Redemption, and the Partnership will send to the Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Eligible Units will be redeemed for REIT Shares or the Cash Amount. Within 30 days of the Partnership’s delivery of its response, the Limited Partner must affirm to the Partnership that such notice shall Limited Partner wishes to proceed with the Redemption, or the request for Redemption will be irrevocable unless otherwise agreed upon cancelled (the date such affirmation is received by the Managing MemberPartnership is the “Affirmation Date”). Following such affirmation, the Limited Partner shall still be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. Notwithstanding the foregoing, but subject to the limitations of this paragraph, the Advisor and any Person to whom the Special OP Unitholders or the Advisor transfers Partnership Units or Special Partnership Units (collectively with the Special OP Unitholders and the Advisor, the “Sponsor Parties”) shall have the right to require the Partnership to redeem all or a portion of their Partnership Units pursuant to this Section 8.5 at any time irrespective of the period the Partnership Units have been held by such Limited Partner; provided, however, that in the event the Sponsor Parties hold Partnership Units paid or distributed with respect to the Performance Allocation or Performance Component (as defined in the Advisory Agreement) from any prior calendar year and requests the Partnership to redeem all or a portion of such Partnership Units (the “Partnership Unit Balance”) the Partnership will be required to redeem such Partnership Unit Balance only if the General Partner, based on reasonable projections, (i) has determined that, after redeeming such Partnership Unit Balance, the General Partner expects to have liquidity (from any available source) equal to or in excess of the NAV of the maximum amount of REIT Shares which can be redeemed under the then current SRP for the next ninety days (the “Minimum Liquidity Requirement”) and (ii) at the time of the redemption request, 100% of all properly submitted redemption requests in the SRP as of the most recent quarter end and the most recent month end (the “Redemption Period”) have been honored (collectively, with the Minimum Liquidity Requirement, the “Redemption Requirements”). In the event that the General Partner deems that the Redemption Requirements have not been met, then the Sponsor Parties may only redeem their respective Partnership Unit Balances up to the lesser of (A) whichever is the lower pro rata basis within the Redemption Period provided to the General Partner’s common stockholders requesting redemption of REIT Shares under the SRP, or (B) an amount that causes the Minimum Liquidity Requirement to still be met. If there was no pro rata redemption under the SRP during the Redemption Period, the Sponsor Parties may only redeem an amount that causes the Minimum Liquidity Requirement to still be met. The above Partnership Unit redemption restriction shall not apply in the event that the General Partner terminates the Advisory Agreement. The Partnership shall redeem any Partnership Units of the Sponsor Parties for the Cash Amount unless the board of directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Partnership Units will be redeemed for an amount of REIT Shares having the same Class designation as the Tendered Units with an aggregate NAV equivalent to the aggregate NAV of such Partnership Units. Redemption requests from multiple Sponsor Parties, if applicable, will be honored on a pro rata basis, if redemptions are limited pursuant to the foregoing. No Member Limited Partner, other than the Sponsor Parties, may deliver more than one Notice two Notices of Redemption during each calendar quarter unless otherwise agreed upon by the Managing Memberyear. A Member Limited Partner, other than the Sponsor Parties, may not exercise the Redemption Right for less than one thousand (1,000) Common 1,000 Partnership Units or, if such Member Limited Partner holds less than one thousand (1,000) Common 1,000 Partnership Units, all of the Common Partnership Units held by such MemberPartner. The Redeeming Member Tendering Party shall have no right, with respect to any Common Partnership Units so redeemed, to receive any distribution paid with respect to Common such Partnership Units if the Company Record Date record date for such distribution is on or after the Specified Redemption Date. (b) If the General Partner elects to redeem Tendered Units for REIT Shares rather than cash, then (I) Tendered Units that are Series 1 Class E Units shall be redeemed for Class E REIT Shares, Tendered Units that are Series 2 Class E Units or Class I Units shall be redeemed for Class I REIT Shares, Tendered Units that are Class S Units shall be redeemed for Class S REIT Shares, Tendered Units that are Class T Units shall be redeemed for Class T REIT Shares and Tendered Units that are Class D Units or shall be redeemed for Class D REIT Shares and (II) the Partnership shall direct the General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the General Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the General Partner in exchange for REIT Shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Partnership elects to redeem any number of Tendered Units for REIT Shares rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the General Partner in exchange for a number of REIT Shares equal to the product of (A) the REIT Shares Amount, (B) the Applicable Percentage and (C) solely with respect to Redemption of Series 2 Class E Units, a number, expressed as a percentage, determined by dividing the Value of Class E REIT Shares by the Value of Class I REIT Shares, such values determined in each case as of the end of the Specified Redemption Date. Such number of REIT Shares shall be delivered by the General Partner as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Aggregate Share Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the General Partner, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 11.1(a8.5(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. In the event the Managing Member shall exercise its right to satisfy the Redemption Right in the manner described in the preceding sentenceSection 8.5(b), the Company Tendering Parties shall have no obligation to pay any amount to rights under this Agreement that would otherwise be prohibited under the Redeeming Member with respect to such Redeeming Member’s exercise Articles 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 EFC Shares upon exercise of the Redemption RightIncorporation. (c) Notwithstanding In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the provisions Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (1) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 11.1(a856(a)(6) and 11.1(b) hereof856(h), a Member shall not be entitled to exercise the Redemption Right if of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the delivery Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of EFC the Aggregate Share Ownership Limit (or, if applicable the Excepted Holder Limit); (2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to such Member the closing of the Redemption on the Specified Redemption Date by Date; and (3) An undertaking to certify, at and as a condition to 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 closing of the Redemption Right would be prohibited under on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 10.2(e8.5(c)(1) hereofor (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Aggregate Share Ownership Limit (or, if applicable, the Excepted Holder Limit). (4) Any other documents as the General Partner may reasonably require. (d) Each Redeeming Member covenants and agrees that all Common Units tendered for redemption pursuant to this Section 11.1 will be delivered to the Company or the Managing Member free and clear of all liens, claims, and encumbrances whatsoever and should any such liens, claims or encumbrances exist or arise with respect to such Common Units, neither the Company nor the Managing Member shall be under any obligation to acquire such Common Units pursuant to Section 11.1(a) or 11.1(b) hereof. Each Redeeming Member further agrees that, in the event any state or local property transfer tax is payable as a result of the Transfer of its Common Units to the Company or the Managing Member, such Redeeming Member shall assume and pay such transfer tax. (e) Any Cash Amount to be paid to a Redeeming Member Tendering Party pursuant to this Section 11.1 8.5 shall be paid on the Specified Redemption Date; provided, however, that the Managing Member General Partner 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 General Partner to cause additional EFC REIT 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 LawAmount. Notwithstanding the foregoing, the Managing Member General Partner agrees to use its commercially reasonable best efforts to cause the closing of the acquisition of redeemed Common Tendered Units hereunder to occur as quickly as reasonably possible. (fe) Notwithstanding any other provision of this Agreement, the Managing Member is authorized General Partner shall place appropriate restrictions on the ability of the Limited Partners to take exercise their Redemption Rights to prevent, among other things, (a) any action that it determines to be necessary or appropriate to cause person from owning shares in excess of the Managing Member Common Share Ownership Limit, the Aggregate Share Ownership Limit and the Company to comply with any withholding requirements established under Excepted Holder Limit, (b) the Code or any other federalGeneral Partner’s common stock from being owned by less than 100 persons, 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 General Partner from being “United States real property interestsclosely held” within the meaning of Section 897(csection 856(h) of the Code, and as and if deemed necessary to ensure that the Partnership does not constitute a Redeeming Member claiming “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Partnership Units, which notice shall be accompanied by a copy of an exemption from withholding must furnish opinion of counsel to the Managing Member with a FIRPTA Certificate Partnership which states that, in the form attached hereto as Exhibit C and any similar forms or certificates required opinion of such counsel, restrictions are necessary in order to avoid or reduce having 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 Partnership 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 a “publicly traded partnership” under section 7704 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 authorityCode. (gf) Notwithstanding anything A redemption fee may be charged (other than to the contrary Sponsor Parties and their respective affiliates) in connection with an exercise of Redemption Rights pursuant to this Section 8.5. Without limiting the generality of the foregoing, unless a waiver of such fee has been granted or a higher or lower fee was set forth in the applicable offering documents for the Partnership Units (or offering documents for a security or interest that was exchanged or converted for Partnership Units at the option of the Partnership or pursuant the terms of this Agreement), EMGH and/or any a redemption fee of its Affiliates who are Members shall have 1.0% of the Cash Amount or REIT Shares otherwise payable to a Redemption Right effective Limited Partner (i) upon redemption of Series 1 Class E Units (other than Series 1 Class E Units issued to the occurrence of an EMGH Redemption Right Event; provided, however, that in the case of a Redemption Right exercised General Partner) pursuant to the provisions of this Section 11.1(g8.5 shall be paid by such Limited Partner to Dividend Capital Exchange Facilitators LLC, and (ii) upon redemption of any other Partnership Units (other than from the Sponsor Parties and their respective affiliates) pursuant to this Section 8.5 shall be paid by such Limited Partner to BC Exchange Advisor Group LLC; the Operating Partnership shall deduct such amount from the Cash Amount or REIT Shares otherwise payable to such Limited Partner and pay it to Dividend Capital Exchange Facilitators LLC or BC Exchange Advisor Group LLC, as applicable, on behalf of the Limited Partner. To the extent that a transaction (a “Unit Transaction”) occurs in which any Partnership Units which are subject to a redemption fee under this Section 8.5(f) are acquired (for cash or securities), transferred, merged, converted, tendered, or disposed of in any other similar transaction, then unless the beneficiaries of such redemption fees identified herein otherwise agree in their reasonable discretion (which may include requiring that any applicable counterparty execute an agreement agreeing to continue to collect and remit such redemption fees following the Unit Transaction), the Specified Redemption Date shall mean Operating Partnership will be obligated to collect the first business day redemption fees in connection with the closing of such Unit Transaction and remit the month that is at least 30 calendar days after same to the receipt by the Managing Member of a Notice of Redemptionapplicable beneficiaries.

Redemption Right. (ai) Except as Upon the terms and subject to the conditions set forth in the sentence that immediately follows this sentence and Section 11.1(g) hereof and subject to Section 11.1(c) hereof and the provisions of any agreement between the Company and one or more Members, beginning on the date that is twelve months after the date of issuance of any Common Units3.6, each Member of the Members (other than the Managing Member or any direct or indirect wholly owned Subsidiary of the Managing MemberPubCo Holdings Group) shall have the right (the “Redemption RightRedeeming Member”) shall be entitled to require cause the Company to redeem on a Specified Redemption Date all or a portion of such Member’s Common 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 a redemption price the Company’s election made in accordance with Section 3.6(a)(iii), cash equal to and in the form of the Cash Amount. Notwithstanding the provisions of Sections 11.1(a) and 11.1(b) hereof, and only Election Amount calculated with respect to such Redemption. Upon the Common Units held by EMGH as Redemption of all of a Member’s Units, such Member shall, for the avoidance of doubt, cease to be a Member of the date of this Agreement Company. (ii) Unless otherwise approved by the “Initial EMGH Common Units”), EMGH shall have the Redemption Right Managing Member: (A) Except as set forth in Section 11.1(a3.6(a)(ii)(B) with respect to the Initial EMGH Common Units beginning on the date that is twenty-four or (24) months after the date of this Agreement. 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 the Managing Member) by the Member who is exercising the Redemption Right (the “Redeeming Member”C), and such notice shall be irrevocable unless otherwise agreed upon by the Managing Member. No Member may deliver more than one Notice of Redemption during each calendar quarter unless otherwise agreed upon by the 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 Units held by such Member. The Redeeming Member shall have no right, 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 [●] 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. (B) Subject to Section 3.6(k) and except as set forth in Section 3.6(a)(ii)(C), Parent, either alone or concurrently with its Affiliates, may exercise its Redemption right no more frequently than once during any Common Units so redeemed, to receive any distribution paid calendar month with respect to Common Units if the Company Record Date for such distribution is on or after the Specified Redemption Dateat least [●] Units. (bC) Notwithstanding Subject to Section 3.6(k), a Redeeming Member may exercise its Redemption right with respect to any of the provisions then-held Units of Section 11.1(asuch 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. (D) hereof, if a Member exercises the Redemption Right by delivering to the Company a Notice of Redemption, then the The Managing Member may, in its sole and absolute discretion, elect adopt a policy to purchase directly limit Redemptions pursuant to Section 3.6(a)(ii)(A) to a particular date or period during each quarter by providing notice of such limitation to all Members prior to the beginning of the relevant quarter, provided that such policy incorporates the language in Section 3.6(a)(ii)(B). (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 (together with the surrender and acquire some 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, the name(s) of the Person or all ofPersons 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 such event each case, if certificated) surrendered to the Company hereunder shall be accompanied by instruments of transfer, in forms reasonably satisfactory to the Managing Member agrees 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 be entitled to purchase and acquireelect (a “Cash Election”) to settle the Redemption by delivering to the Redeeming Member, in lieu of all, but not less than all, of the applicable number of Class A Shares that would be received in such Common Units by paying Redemption, an amount of cash equal to the Cash Election Amount for such Redemption. In order to make a Cash Election with respect to a Redemption, the Company must provide written notice of such election to the Redeeming Member (with a copy to PubCo) no later than 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. In the event the Managing Member shall exercise its right second Business Day prior to satisfy the Redemption Right in the manner described in the preceding sentence, Date. If the Company fails to provide such written notice prior to such time, it shall have no obligation not be entitled to pay any amount to the Redeeming Member make a Cash Election with respect to such Redemption without the written consent of the Redeeming Member’s exercise of the Redemption Right. (iv) For U.S. federal income (and applicable state and local) tax purposes, and each of the Redeeming Member, the Company, and PubCo (and any other member of the PubCo Holdings Group, as applicable), agree to treat (A) each Redemption, to the extent that PubCo or another member of the PubCo Holdings Group contributes to the Company the consideration the Redeeming Member is entitled to receive pursuant to Section 3.6(b)(ii), and (B) in the Managing Member shall treat the event PubCo exercises its Call Right, each transaction between the Managing Redeeming Member and PubCo or such other member of the Redeeming Member PubCo Holdings Group, as a sale of the Redeeming Member’s Common 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 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), agree to treat each Redemption, 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 extent PubCo does not exercise its Call Right and neither PubCo nor another member of the 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 if (i) the 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 agrees that all Common Units tendered for redemption pursuant to this Section 11.1 will be delivered PubCo Holdings Group contributes to the Company or the Managing Member free and clear of all liens, claims, and encumbrances whatsoever and should any such liens, claims or encumbrances exist or arise with respect to such Common Units, neither consideration the Company nor the Managing Member shall be under any obligation to acquire such Common Units pursuant to Section 11.1(a) or 11.1(b) hereof. Each Redeeming Member further agrees thatis entitled to receive under Section 3.6(a)(i), in the event any state or local property transfer tax is payable as a result of the Transfer of its Common Units to the Company or the Managing Member, such Redeeming Member shall assume and pay such transfer tax. (e) Any Cash 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 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 distribution by 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. (aA. Subject to Sections 8.6(B) Except as set forth in the sentence that immediately follows this sentence and Section 11.1(g8.6(C) hereof and subject to Section 11.1(c) hereof and the provisions of at any time on or after such date as expressly provided for in any agreement entered into between the Company Partnership and one or more Members, beginning on the date that is twelve months after the date of issuance of any Common UnitsLimited Partner, each Member holder of a Common Unit (if other than the Managing Member or any direct or indirect wholly owned Subsidiary of the Managing MemberGeneral Partner) shall have the right (the “Redemption Right”) to require the Company Partnership to redeem on a Specified Redemption Date all or a portion of the Partnership Units (provided that such Member’s Partnership Units constitute Common Units Units) held by such holder at a redemption price equal to and in the form of the Cash Amount. Notwithstanding Amount to be paid by the provisions 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 Sections 11.1(a) and 11.1(b) hereofthe Board of Directors, and only with respect may allow a holder to exercise its Redemption Right prior 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 being outstanding for one year 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 Agreementits discretion. The Redemption Right shall be exercised pursuant to a Notice of Redemption in the form attached hereto as Exhibit B delivered to the Company Partnership (with a copy to the Managing MemberGeneral Partner) by the Member holder who is exercising the Redemption Right redemption right (the “Redeeming MemberPartner”); provided, and however, that the Partnership shall not be obligated to satisfy such notice shall be irrevocable unless otherwise agreed upon by Redemption Right if the Managing Member. No Member may deliver more than one Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption during each calendar quarter unless otherwise agreed upon by the Managing Memberpursuant to Section 8.6(B). A Member holder under this Section 8.6(A) may not exercise the Redemption Right for less than 1,000 Partnership Units at any one thousand (1,000) Common Units time or, if such Member holder holds less than one thousand (1,000) Common 1,000 Partnership Units, all of the Common Partnership Units held by such MemberPartner. The Redeeming Member Partner shall have no right, with respect to any Common Partnership Units so redeemed, to receive any distribution distributions paid with respect to Common Units if the Company Record Date for such distribution is on or after the Specified Redemption Date.. The Assignee of any holder herein may exercise the 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 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 holder in this Section 8.6(A), the 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) B. Notwithstanding the provisions of Section 11.1(a) hereof8.6(A), if a Member Limited Partner that exercises the Redemption Right by delivering shall be deemed to have offered to sell the Partnership Units described in the Notice of Redemption to the Company a Notice of RedemptionOperating Partnership, then and the Managing Member Operating Partnership 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 Partnership Units by paying to the Redeeming Member Partner either the EFC Shares 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 Managing Member Operating Partnership shall acquire the Common Partnership Units tendered offered for redemption by the Redeeming Member Partner and the Managing Member shall be treated for all purposes of this Agreement as the owner of such Common 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 the Operating Partnership (in its sole and absolute discretion) shall exercise its right to purchase Partnership Units from the 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 Redeeming Partner’s exercise of the Redemption Right. In the event the Managing Member Operating Partnership shall exercise its right to satisfy purchase Partnership Units with respect to the exercise of a Redemption Right in the manner described in the preceding sentencefirst sentence of this Section 8.6(B), the Company Partnership shall have no obligation to pay any amount to the Redeeming Member Partner with respect to such Redeeming MemberPartner’s exercise of the such Redemption Right, and each of the Redeeming MemberPartner, the Company Partnership and the Managing Member Operating Partnership shall treat the transaction between the Managing Member Operating Partnership and the Redeeming Member Partner, for federal income tax purposes, as a sale of the Redeeming MemberPartner’s Common Partnership Units to the Managing Member for federal income tax purposesOperating Partnership. Each Redeeming Member Partner agrees to execute such documents as the Managing Member Operating Partnership may reasonably require in connection with the issuance of EFC Shares 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) C. Notwithstanding the provisions of Sections 11.1(aSection 8.6(A) and 11.1(b) hereofSection 8.6(B), a Member Partner shall not be entitled to exercise the Redemption Right if (ipursuant to Section 8.6(A) to the extent that the delivery of EFC Shares OP Units to such Member Partner on the Specified Redemption Date by the Managing Member Operating Partnership pursuant to Section 11.1(b8.6(B) hereof (regardless of whether or not the Managing Member Operating Partnership would in fact exercise its rights under Section 11.1(b8.6(B)) would (Ai) be prohibited under prohibited, as determined in the EFC sole discretion of the Operating Agreement Partnership, by law or any other agreement applicable to the Operating Partnership or (Bii) cause the acquisition of EFC Shares OP Units by such Member Partner to be “integrated” with any other distribution of EFC Shares or Common OP 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) D. Each Redeeming Member Partner covenants and agrees that all Common Partnership Units tendered delivered for redemption pursuant to this Section 11.1 will shall be delivered to the Company or the Managing Member Partnership free and clear of all liens; and, claimsnotwithstanding anything contained herein to the contrary, and encumbrances whatsoever and should any such liens, claims or encumbrances exist or arise with respect to such Common Units, neither the Company nor the Managing Member Partnership shall be under any no obligation to acquire such Common Partnership Units pursuant which are or may be subject to Section 11.1(a) or 11.1(b) hereofany liens. Each Redeeming Member Partner further agrees that, in the event if any state or local property transfer tax is payable as a result of the Transfer transfer of its Common Partnership Units to the Company or the Managing MemberPartnership, such Redeeming Member Partner shall assume and pay such transfer tax. (e) Any Cash 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 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.AmericasActive:14394732.5

Redemption Right. (ai) Except as Upon the terms and subject to the conditions set forth in the sentence that immediately follows this sentence and Section 11.1(g) hereof and subject to Section 11.1(c) hereof and the provisions of any agreement between the Company and one or more Members, beginning on the date that is twelve months after the date of issuance of any Common Units3.6, each Member of the Members (other than the Managing Member or any direct or indirect wholly owned Subsidiary members that are part of the Managing PubCo Holdings Group) (each such Member, a “Redeeming Member”) shall have the right (the “Redemption Right”) be entitled to require cause the Company to redeem on a Specified Redemption Date all or a portion of such Member’s Common Vested Units at a redemption price equal to (together with the surrender and in the form delivery of the Cash Amountsame number of Class B Shares) for an equivalent number of Class A Shares (a “Redemption” with such right referred to herein as the “Redemption Right”). Notwithstanding Absent the provisions of Sections 11.1(a) and 11.1(b) hereof, and only with respect to the Common Units held by EMGH as prior written consent 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 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 the Managing Member) by the Member who is exercising the Redemption Right (the “Redeeming Member”), Board and such notice shall be irrevocable unless otherwise agreed upon by the Managing Member. No Member may deliver more than one Notice of Redemption during each calendar quarter unless otherwise agreed upon by the 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 Units held by such Member. The Redeeming Member shall have no rightPubCo, with respect to any Common Units so redeemed, to receive any distribution paid with respect to Common Units if the 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 by delivering to the Company a Notice of each 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 a 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. In the event the Managing Member shall exercise its right to satisfy the Redemption Right in the manner described in the preceding sentence, 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 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 EFC Shares upon exercise of the 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 if (i) the 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 required to redeem at least a number of Units equal to the EFC Operating Agreement lesser of 10,000 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 (excluding any Unvested Units) and (B) cause the acquisition permitted to effect a Redemption of EFC Shares by such Member to be “integrated” with any other distribution of EFC Shares or Common Units for purposes of complying no more frequently than once per month. In its discretion with the registration provisions consent of PubCo, the Board may adopt a policy to limit monthly exchanges to a particular date or period during each month by providing notice of such limitation to all Members prior to the beginning 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 agrees that all Common Units tendered for redemption pursuant to this Section 11.1 will be delivered to the Company or the Managing Member free and clear of all liens, claims, and encumbrances whatsoever and should any such liens, claims or encumbrances exist or arise with respect to such Common Units, neither the Company nor the Managing Member shall be under any obligation to acquire such Common Units pursuant to Section 11.1(a) or 11.1(b) hereof. Each Redeeming Member further agrees that, in the event any state or local property transfer tax is payable as a result of the Transfer of its Common Units to the Company or the Managing Member, such Redeeming Member shall assume and pay such transfer tax. (e) Any Cash 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 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 Lawrelevant month. Notwithstanding the foregoing, the Managing Member agrees but subject 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 Code3.6(j), a Redeeming Member claiming an exemption from withholding must furnish may exercise its Redemption Right (x) with respect to at least 10,000 Units (as adjusted for any Unit splits, combinations, subdivisions, reclassifications or similar actions or events) at any time and (y) with respect to any of the Managing then-held Units of such Member if such Redemption right is exercised in connection 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 valid exercise of 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 rights to have the Class A Shares issuable in connection with such Redemption to participate in a Public Offering. 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 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 authorityCompany. (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. (a) Except as set forth If the Rio Tinto Members own, in the sentence that immediately follows this sentence and Section 11.1(gaggregate, less than five percent (5%) hereof and (subject to Section 11.1(cadjustment to reflect any Units split or reverse Unit split, Unit distribution, Unit reclassification, recapitalization or similar event) hereof and of the provisions of any agreement between Initial Units, the Company and one or more Members, beginning on the date that is twelve months after the date of issuance of any Common Units, each Member (other than the Managing Member or any direct or indirect wholly owned Subsidiary of the 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”") at a price to require be paid by the Company to redeem on a Specified Redemption Date all or a portion of such Member’s Common Units at a redemption price equal to and in the form of the Cash AmountSettlement. Notwithstanding The Company shall exercise such right by giving written notice (the provisions "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 Sections 11.1(athe Common Membership Units held by the Rio Tinto Members (the "CPE Redeemed Units") and 11.1(bshall specify a date, which is not more than sixty (60) hereofBusiness 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 only obligations of the Company 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 CPE Redemption Right set forth in pursuant to Section 11.1(a) with respect to the Initial EMGH Common Units beginning 10.1.2, then, on the date that is twenty-four (24) months after the date of this Agreement. The CPE 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 the 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. No Member may deliver more than one Notice of Redemption during each calendar quarter unless otherwise agreed upon by the 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 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 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 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. In the event the Managing Member shall exercise its right to satisfy the Redemption Right in the manner described in the preceding sentence, 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 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 EFC Shares upon exercise of the 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 if (i) the 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 Rio Tinto Members shall transfer and agrees that all Common Units tendered for redemption pursuant to this Section 11.1 will be delivered surrender to the Company or the Managing Member 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, claims, liens and encumbrances whatsoever and should any such liens, claims or encumbrances exist or arise with respect to such Common (ii) the Company shall (x) cancel the CPE Redeemed Units, neither (y) pay to the Company nor Rio Tinto Members the Managing Member shall be Cash Settlement to which the Rio Tinto Members are entitled under any obligation this Section 10.1.1 and (z) revise Exhibit A accordingly to acquire such Common Units pursuant to Section 11.1(a) or 11.1(b) hereof. Each Redeeming Member further agrees that, in reflect the event any state or local property transfer tax is payable as a result cancellation of the Transfer of its Common CPE Redeemed Units to the Company or the Managing Member, such Redeeming Member shall assume and pay such transfer tax. (e) Any Cash 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 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 possible10.1.1. (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. (a) Except as set forth in For a period from the sentence that immediately follows this sentence and Section 11.1(g) hereof and subject Closing to Section 11.1(c) hereof and the provisions of any agreement between 60th day following the Closing, the Company shall have a right to redeem and one or more Membersrepurchase from the Investors all, beginning on the date that is twelve months after the date of issuance of any Common Unitsbut not less than all, each Member (other than the Managing Member or any direct or indirect wholly owned Subsidiary of the Managing Member) shall have Company Securities acquired at the right (the “Redemption Right”) to require the Company to redeem on a Specified Redemption Date all or a portion of such Member’s Common Units Closing, at a redemption price equal to and in of $0.50 per share of Common Stock and, upon such redemption, the form of the Cash Amount. Notwithstanding the provisions of Sections 11.1(a) and 11.1(b) hereof, and only Warrants issued with respect to the such shares of 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 Redemption Right Stock 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 the Managing Member) by the Member who is exercising the Redemption Right (the “Redeeming Member”), cancelled and such notice terminated and shall be irrevocable unless otherwise agreed upon by the Managing Member. No Member may deliver more than one Notice of Redemption during each calendar quarter unless otherwise agreed upon by the 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 Units held by such Member. The Redeeming Member shall have no rightfurther force or effect, with respect to any Common Units so redeemed, to receive any distribution paid with respect to Common Units if the Company Record Date for such distribution is on or after the Specified Redemption Dateno additional payment therefor. (b) Notwithstanding the provisions By way 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 mayillustration and not limitation, in its sole the event that an Investor acquired 100,000 shares of Common Stock at the Closing and absolute discretionwas issued a Warrant to acquire 100,000 additional shares of Common Stock at the Closing, elect the redemption price payable to purchase directly and acquire some or all ofsuch Investor shall be $50,000 for the redemption of the 100,000 shares of Common Stock, and in such event the Managing Member agrees Warrant to purchase and acquire, such Common Units by paying to the Redeeming Member the EFC Shares Amount, whereupon the Managing Member shall acquire the 100,000 additional shares of Common Units tendered for redemption by the Redeeming Member and the Managing Member Stock shall be treated for all purposes cancelled and terminated and shall be of this Agreement as the owner of such Common Units. In the event the Managing Member shall exercise its right to satisfy the Redemption Right in the manner described in the preceding sentenceno further force or effect, the Company shall have with 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 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 EFC Shares upon exercise of the Redemption Rightadditional payment therefor. (c) Notwithstanding 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 Sections 11.1(a) Section 12.02 and 11.1(b) hereof, a Member shall if such notice is not be entitled to exercise received by the Redemption Right if (i) the delivery of EFC Shares Investors on or prior to such Member on date the Specified Redemption Date by Company shall no longer have the Managing Member right to undertake any such redemption pursuant to this Section 11.1(b) hereof (regardless of whether or not 2.03. If the Managing Member would in fact Company elects to exercise its rights under pursuant to this Section 11.1(b)) would (A) be prohibited under 2.03 and validly does so, 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 closing of the Securities Act, or (ii) redemption hereunder shall occur on the exercise third Business Day following the receipt of the Redemption Right would be prohibited under Section 10.2(e) hereofnotice required hereunder. (d) Each Redeeming Member covenants and agrees that all Common Units tendered The redemption price for the redemption of the Company Securities pursuant to this Section 11.1 will 2.03 shall be delivered 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 Company or Securities, including as to their ownership of the Managing Member Company Securities at such time, free and clear of all liens, claims, and encumbrances whatsoever and should any such liens, claims or encumbrances exist or arise with respect to such Common Units, neither the Company nor the Managing Member shall be under any obligation to acquire such Common Units pursuant to Section 11.1(a) or 11.1(b) hereof. Each Redeeming Member further agrees that, in the event any state or local property transfer tax is payable as a result of the Transfer of its Common Units to the Company or the Managing Member, such Redeeming Member shall assume and pay such transfer taxLiens. (e) Any Cash 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 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. (ai) Except as Upon the terms and subject to the conditions set forth in the sentence that immediately follows this sentence and Section 11.1(g) hereof and subject to Section 11.1(c) hereof and the provisions of any agreement between the Company and one or more Members, beginning on the date that is twelve months after the date of issuance of any Common Units3.6, each Member of the Members (other than the Managing Member or any direct or indirect wholly owned Subsidiary members that are part of the Managing PubCo Holdings Group) (each such Member, a “Redeeming Member”) shall have the right (the “Redemption Right”) be entitled to require cause the Company to redeem on a Specified Redemption Date all or a portion of such Member’s Common 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 a redemption price the Company’s election made in accordance with Section 3.6(a)(iii), cash equal to and in the form Cash Election Amount calculated with respect to such Redemption (referred to herein as the “Redemption Right”). Absent the prior written consent of the Cash AmountManaging 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 [•]1 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. Notwithstanding the provisions of Sections 11.1(a) and 11.1(b) hereofforegoing, and only with respect subject to the Common Units held by EMGH as of the date of this Agreement (the “Initial EMGH Common Units”Section 3.6(j), EMGH shall have the a Redeeming Member may exercise its Redemption Right set forth in Section 11.1(a(x) with respect to the Initial EMGH Common at least [•]2 Units beginning on the date that is twenty-four (24as adjusted for any Unit splits, combinations, subdivisions, reclassifications or similar actions or events) months after the date of this Agreement. The Redemption Right shall be exercised pursuant to a Notice of Redemption in the form attached hereto as Exhibit B delivered to the Company at any time and (with a copy to the Managing Membery) 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. No Member may deliver more than one Notice of Redemption during each calendar quarter unless otherwise agreed upon by the 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 Units held by such Member. The Redeeming Member shall have no right, with respect to any Common of the then-held Units so redeemed, to receive any distribution paid with respect to Common Units of such Member if the 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 by delivering 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 Company a Notice of RedemptionRegistration Rights Agreement; provided, then the Managing Member may, that 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. In the event the Managing Member shall exercise its right consents to satisfy the allow a Redemption Right in the manner described in the preceding sentenceof a lesser amount, the Company shall have no obligation Liberty 1 Note to pay any amount Draft: To be a number of Units equal to the Redeeming Member with respect to such Redeeming Member’s exercise 0.5% 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 EFC Shares upon exercise of the Redemption Righttotal outstanding Units. (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 if (i) the 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 agrees that all Common Units tendered for redemption pursuant to this Section 11.1 will be delivered to the Company or the Managing Member free and clear of all liens, claims, and encumbrances whatsoever and should any such liens, claims or encumbrances exist or arise with respect to such Common Units, neither the Company nor the Managing Member shall be under any obligation to acquire such Common Units pursuant to Section 11.1(a) or 11.1(b) hereof. Each Redeeming Member further agrees that, in the event any state or local property transfer tax is payable as a result of the Transfer of its Common Units to the Company or the Managing Member, such Redeeming Member shall assume and pay such transfer tax. (e) Any Cash 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 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. (a) Except as set forth in the sentence that immediately follows this sentence Subject to Section 7.3(b) and Section 11.1(g) hereof and subject to Section 11.1(c) hereof 7.3(c), and the provisions of any agreement agreements between the Company and one or more Members, beginning on the date that is twelve months after the date of issuance of any Common Units, each Member (other than the Managing Member Ashford OAINC Inc., Ashford OAINC II Inc. and Ashford Inc. (and any of their subsidiaries and any entity that directly or any direct indirectly wholly owns Ashford OAINC Inc., Ashford OAINC II Inc. or indirect wholly owned Subsidiary of the Managing Member) Ashford Inc.), shall have the right (the “Redemption Right”) to require the Company to redeem on a Specified Redemption Date all or a portion of such Member’s the Common Units (but not Preferred Units) held by such Member (the “Redeeming Member”) at a redemption price per Common Unit equal to and in the form of the Cash Amount. Notwithstanding Amount to be paid by 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 Company on the date that is twenty-four (24) months after the date of this AgreementSpecified Redemption Date. 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 the Managing MemberManager) 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. No Member may deliver more than one Notice of Redemption during each calendar quarter unless otherwise agreed upon by the 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 Units held by such Member. The Neither the Redeeming Member nor any permitted or purported assignee of any Member shall have no any right, with respect to any Common Units so redeemed, to receive any distribution distributions paid with respect to Common Units if the Company Record Date for such distribution is on or after the Specified Redemption DateDate 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 Manager, if the Manager is Ashford OAINC Inc. or as Ashford OAINC Inc. otherwise agrees. Notwithstanding the provisions of Section 11.1(a) hereof7.3(a), if a Member exercises elects to exercise the Redemption Right by delivering to Right, the Company a Notice Manager at the direction of RedemptionAshford OAINC Inc., then the Managing Member directly or indirectly through one or more Affiliates, may, in its sole and absolute discretion, elect to purchase assume directly and acquire some or all of, and in such event the Managing Member agrees to purchase and acquire, such Common Units satisfy a Redemption Right by paying to the Redeeming Member either (i) the EFC Shares Cash Amount, whereupon as provided for in Section 7.3(a), or (ii) the Managing 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 tendered offered 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. In Unless the event the Managing Member Manager, as directed by Ashford OAINC Inc. (in its sole and absolute discretion) shall exercise its right to assume and satisfy the Redemption Right, or unless the Manager has been deemed to assume the Redemption Right as provided in this Section 7.3(b), neither the Manager, nor Ashford OAINC Inc. itself shall have any obligation to the Redeeming Member or to the Company with respect to the 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 preceding sentencefollowing 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 Company, and the Managing Member Ashford OAINC Inc. shall treat the transaction between the Managing Member 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 Managing Redeeming Member for federal income tax purposesis 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 documents, as the Managing Member Ashford OAINC Inc. may reasonably require in connection with the issuance of EFC Shares 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 8.1 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), the 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 Sections 11.1(aSection 7.3(a) and 11.1(b) hereofSection 7.3(b), a Member shall not be entitled to exercise the Redemption Right receive Ashford Inc. Common Stock if (i) the delivery of EFC Shares Ashford Inc. Common Stock to such Member on the Specified Redemption Date (or such later date permitted by the Managing Member Section 7.3(b), as applicable) by Ashford OAINC Inc. 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)7.3(b) would (A) be prohibited under the EFC Operating Agreement Charter, as amended or restated from time to time. Without limiting the effect of the preceding sentence, no Person shall be permitted to receive Ashford Inc. Common Stock if as a result of, and after giving effect to, such exercise any Person would Beneficially Own (Bas defined in the Articles of Incorporation of Original Ashford II Inc., as amended or restated from time to time) cause more than 9.8% of the acquisition total number of EFC Shares 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 fullest extent permitted by law, be null and void ab initio. The Cash Amount shall be paid in such Member to be “integrated” with any other distribution of EFC Shares or Common Units for purposes of complying instances, in accordance with the registration 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 Securities Act, or (ii) Ashford Inc. Common Stock Amount within such time period to allow Ashford OAINC Inc. and the exercise of the Redemption Right would be prohibited Manager to timely satisfy their obligations under this Section 10.2(e) hereof7.3. (d) Each Redeeming Member covenants and agrees with the Manager and the Company that all Common Units tendered delivered for redemption pursuant to this Section 11.1 will shall be delivered to the Company Company, Ashford OAINC Inc., or their Affiliates, as the Managing Member case may be, free and clear of all liensliens and, claims, and encumbrances whatsoever and should any such liens, claims or encumbrances exist or arise with respect notwithstanding anything contained in this Agreement to such Common Unitsthe contrary, neither the Company Manager, Ashford OAINC Inc., (nor any of their Affiliates) nor the Managing Member Company shall be under any obligation to acquire such Common Units pursuant which are or may be subject to Section 11.1(a) or 11.1(b) hereofany liens. Each Redeeming Member further agrees that, in the event if any state or local property transfer tax is payable as a result of the Transfer transfer of its Common Units to the Company or the Managing MemberAshford OAINC Inc., such Redeeming Member shall assume and pay such transfer tax. (e) Any Cash Amount to be paid to a Redeeming Member Ashford Inc. Common Stock issued pursuant to this Section 11.1 shall be paid 7.3(b) may contain such legends regarding restrictions 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 transfer as quickly as reasonably possible. (f) Notwithstanding any other provision of this Agreement, the Managing Member is authorized to take any action that it Ashford Inc. in good faith determines to be necessary or appropriate to cause the Managing Member and the Company advisable in order to comply with any withholding requirements established restrictions on transfer 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 Securities Act 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 authorityapplicable state securities laws. (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. (a) Except as set forth Upon consummation of a Change in Control Transaction prior to the sentence that immediately follows this sentence and Section 11.1(g) hereof and subject to Section 11.1(c) hereof and Maturity Date, the provisions of any agreement between the Company and one or more Members, beginning on the date that is twelve months after the date of issuance of any Common Units, each Member (other than the Managing Member or any direct or indirect wholly owned Subsidiary of the Managing Member) 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 “Redemption Right”first anniversary of the Issuance 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 Holder shall have the right to require the Company to redeem on a Specified Redemption Date all or a portion up to sixty percent (60%) of such Member’s Common Units the original Principal Amount of the Note (the “Redeemable Percentage”) at a redemption price 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 of event proceeds from the Cash Amount. Notwithstanding the provisions of Sections 11.1(a) and 11.1(b) hereof, and only with respect existing $3 million key man life insurance policy relating to the Common Units held by EMGH as of Company’s Chairman, P▇▇▇ ▇. ▇▇▇▇▇, M.D. are not sufficient to pay 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 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 the 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. No Member may deliver more than one Notice of Redemption during each calendar quarter unless otherwise agreed upon by the 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 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 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 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 price for all purposes of the Notes as to which this Agreement as the owner of such Common Units. In the event the Managing Member shall exercise its redemption right to satisfy the Redemption Right in the manner described in the preceding sentence, 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 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 EFC Shares upon exercise of the Redemption Righthas been exercised. (c) Notwithstanding Upon the provisions happening of Sections 11.1(aan event that triggers a redemption right hereunder, the Holder shall have five (5) and 11.1(b) hereof, a Member shall not be entitled days to exercise the Redemption Right if (i) the delivery its redemption right by providing this Note and written notice 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 agrees that all Common Units tendered for redemption pursuant to this Section 11.1 will be delivered election to the Company or the Managing Member free and clear of all liens, claims, and encumbrances whatsoever and should any such liens, claims or encumbrances exist or arise with respect to such Common Units, neither the Company nor the Managing Member shall be under any obligation to acquire such Common Units pursuant to Section 11.1(a) or 11.1(b) hereof. Each Redeeming Member further agrees that, in the event any state or local property transfer tax is payable as a result of the Transfer of its Common Units to the Company or the Managing Member, such Redeeming Member shall assume and pay such transfer taxCompany. (e) Any Cash 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 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. (a) Except as set forth in the sentence that immediately follows this sentence and Section 11.1(g) hereof and subject to Section 11.1(c) hereof and the provisions of any agreement between the Company and one or more Members, beginning on the date that is twelve 12 months after the date of issuance of any Common Units, each Member (other than the Managing Member EFC or any direct or indirect wholly owned Subsidiary of the Managing MemberEFC) shall have the right (the “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 equal to and in the form of the Cash Amount. 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 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 the Managing MemberEFC) 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 MemberBoard. No Member may deliver more than one Notice of Redemption during each calendar quarter unless otherwise agreed upon by the Managing MemberBoard. 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 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 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 by delivering to the Company a Notice of Redemption, then the Managing Member EFC may, in its sole and absolute discretion, elect to purchase directly and acquire some or all of, and in such event the Managing Member EFC agrees to purchase and acquire, such Common Units by paying to the Redeeming Member the EFC Shares Amount, whereupon the Managing Member EFC shall acquire the Common Units tendered for redemption by the Redeeming Member and the Managing Member EFC shall be treated for all purposes of this Agreement as the owner of such Common Units. In the event the Managing Member EFC shall exercise its right to satisfy the Redemption Right in the manner described in the preceding sentence, 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 the Managing Member EFC shall treat the transaction between the Managing Member EFC and the Redeeming Member as a sale of the Redeeming Member’s Common Units to the Managing Member EFC for federal income tax purposes. Each Redeeming Member agrees to execute such documents as the Managing Member EFC may reasonably require in connection with the issuance of EFC Shares shares of Common Stock upon exercise of the 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 if (i) the delivery of EFC Shares shares of Common Stock to such Member on the Specified Redemption Date by the Managing Member EFC pursuant to Section 11.1(b) hereof (regardless of whether or not the Managing Member EFC would in fact exercise its rights under Section 11.1(b)) hereof) would (A) be prohibited under the EFC Operating Agreement Charter or (B) cause the acquisition of EFC Shares shares of Common Stock by such Member to be “integrated” with any other distribution of EFC Shares 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 agrees that all Common Units tendered for redemption pursuant to this Section 11.1 will be delivered to the Company or the Managing Member EFC free and clear of all liens, claims, and encumbrances whatsoever and should any such liens, claims or encumbrances exist or arise with respect to such Common Units, neither the Company nor the Managing Member EFC shall be under any obligation to acquire such Common Units pursuant to Section 11.1(a) or 11.1(b) hereof. Each Redeeming Member further agrees that, in the event any state or local property transfer tax is payable as a result of the Transfer of its Common Units to the Company or the Managing MemberEFC, as applicable, such Redeeming Member shall assume and pay such transfer tax. (e) Any Cash 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 EFC 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 EFC to cause additional EFC Shares 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 Share 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 Managing Member 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 Managing Member agrees Company and EFC agree 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, each of the Managing Member is Company and EFC are authorized to take any action that it the Company and/or EFC, as applicable, determines to be necessary or appropriate to cause the Managing Member Company and the Company 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 Managing Member 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 Managing Member Company and EFC with a FIRPTA Certificate in the form attached hereto as Exhibit C 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 Managing Member Company or EFC may reasonably request. If the Company or the Managing Member 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 Managing Member Company of a Notice of Redemption.

Redemption Right. (a) Except as set forth in The provisions of this Section 7.3 shall only apply after the sentence that immediately follows this sentence Exchange Date. Subject to Section 7.3(b) and Section 11.1(g) hereof and subject to Section 11.1(c) hereof 7.3(c), and the provisions of any agreement agreements between the Company and one or more Members, beginning on the date that is twelve months after the date of issuance of any Common Units, each Member (other than the Managing Member or any direct or indirect wholly owned Subsidiary of the Managing Member) Ashford Inc., shall have the right (the “Redemption Right”) to require the Company to redeem on a Specified Redemption Date all or a portion of such Member’s the Common Units held by such Member (the “Redeeming Member”) at a redemption price per Common Unit equal to and in the form of the Cash Amount. Notwithstanding Amount to be paid by 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 Company on the date that is twenty-four (24) months after the date of this AgreementSpecified Redemption Date. 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 the Managing MemberManager) 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. No Member may deliver more than one Notice of Redemption during each calendar quarter unless otherwise agreed upon by the 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 Units held by such Member. The Neither the Redeeming Member nor any permitted or purported assignee of any Member shall have no any right, with respect to any Common Units so redeemed, to receive any distribution distributions paid with respect to Common Units if the Company Record Date for such distribution is on or after the Specified Redemption DateDate 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 provisions of Section 11.1(a) hereof7.3(a), if a Member exercises elects to exercise the Redemption Right by delivering to Right, the Company a Notice Manager at the direction of RedemptionAshford Inc., then the Managing Member directly or indirectly through one or more Affiliates, may, in its sole and absolute discretion, elect to purchase assume directly and acquire some or all of, and in such event the Managing Member agrees to purchase and acquire, such Common Units satisfy a Redemption Right by paying to the Redeeming Member either (i) the EFC Shares Cash Amount, whereupon as provided for in Section 7.3(a), or (ii) the Managing 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 tendered offered 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. In Unless the event the Managing Member Manager, as directed by Ashford Inc. (in its sole and absolute discretion) shall exercise its right to assume and satisfy the Redemption Right, or unless the Manager has been deemed to assume the Redemption Right as provided in this Section 7.3(b), neither the Manager nor Ashford Inc. itself shall have any obligation to the Redeeming Member or to the Company with respect to the 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 preceding sentencefollowing 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 Company, and the Managing Member Ashford Inc. shall treat the transaction between the Managing Member 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 Managing Redeeming Member for federal income tax purposesis 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 documents, as the Managing Member Ashford Inc. may reasonably require in connection with the issuance of EFC Shares 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 8.1 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), the 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 Sections 11.1(aSection 7.3(a) and 11.1(b) hereofSection 7.3(b), a Member shall not be entitled to exercise the Redemption Right receive Ashford Inc. Common Stock if (i) the delivery of EFC Shares Ashford Inc. Common Stock to such Member on the Specified Redemption Date (or such later date permitted by the Managing Member Section 7.3(b), as applicable) by Ashford Inc. 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)7.3(b) would (A) be prohibited under the EFC Operating Agreement 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 be permitted to receive Ashford Inc. Common Stock if as a result of, and after giving effect to, such exercise any Person would Beneficially Own (Bas defined in the Articles of Incorporation of Ashford Inc., as amended or restated from time to time) cause more than 9.8% of the acquisition total number of EFC Shares 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 fullest extent permitted by law, be null and void ab initio. The Cash Amount shall be paid in such Member to be “integrated” with any other distribution of EFC Shares or Common Units for purposes of complying instances, in accordance with the registration provisions of the Securities Act, terms set forth in Section 7.3(a) or (ii) the exercise of the Redemption Right would be prohibited under Section 10.2(e) hereof7.3(b). (d) Each Redeeming Member covenants and agrees with the Manager and the Company that all Common Units tendered delivered for redemption pursuant to this Section 11.1 will shall be delivered to the Company Company, Ashford Inc. or its Affiliates, as the Managing Member case may be, free and clear of all liensliens and, claims, and encumbrances whatsoever and should any such liens, claims or encumbrances exist or arise with respect notwithstanding anything contained in this Agreement to such Common Unitsthe contrary, neither the Company Manager, Ashford Inc. (nor any of its Affiliates) nor the Managing Member Company shall be under any obligation to acquire such Common Units pursuant which are or may be subject to Section 11.1(a) or 11.1(b) hereofany liens. Each Redeeming Member further agrees that, in the event if any state or local property transfer tax is payable as a result of the Transfer transfer of its Common Units to the Company or the Managing MemberAshford Inc., such Redeeming Member shall assume and pay such transfer tax. (e) Any Cash Amount to be paid to a Redeeming Member Ashford Inc. Common Stock issued pursuant to this Section 11.1 shall be paid 7.3(b) may contain such legends regarding restrictions 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 transfer as quickly as reasonably possible. (f) Notwithstanding any other provision of this Agreement, the Managing Member is authorized to take any action that it Ashford Inc. in good faith determines to be necessary or appropriate to cause the Managing Member and the Company advisable in order to comply with any withholding requirements established restrictions on transfer 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 Securities Act 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 authorityapplicable state securities laws. (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. (ai) Except as Upon the terms and subject to the conditions set forth in the sentence that immediately follows this sentence and Section 11.1(g) hereof and subject to Section 11.1(c) hereof and the provisions of any agreement between the Company and one or more Members, beginning on the date that is twelve months after the date of issuance of any Common Units4.6, each Member of the Members (other than the Managing Member or any direct or indirect wholly owned Subsidiary of the Managing MemberPubCo Holdings Group) shall have the right (the “Redemption RightRedeeming Member”) shall be entitled to require cause the Company to redeem on a Specified Redemption Date all or a portion of such Member’s Common 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 a redemption price the Company’s election made in accordance with Section 4.6(a)(iii), cash equal to and in the form of the Cash Amount. Notwithstanding the provisions of Sections 11.1(a) and 11.1(b) hereof, and only Election Amount calculated with respect to such Redemption. Absent the Common Units held by EMGH as prior written consent 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 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 the Managing Member) by , which may be pursuant to 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. No Member may deliver more than one Notice of Redemption during each calendar quarter unless otherwise agreed upon by the 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 Units held by such Member. The Redeeming Member shall have no rightadoption to a written exchange policy, with respect to any Common each Redemption, a Redeeming Member shall be (A) required to redeem at least a number of Units so redeemed, to receive any distribution paid with respect to Common Units if the 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 by delivering equal to the Company 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 Notice Redemption of Redemption, then the Units no more frequently than once per calendar quarter. The Managing Member may, in its sole and absolute discretion, elect adopt a policy to purchase directly and acquire some limit quarterly exchanges to a particular date or period during each quarter by providing notice of such limitation to all ofMembers prior to the 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 952,000 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 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, 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 (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 Person(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 agrees 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 be entitled to purchase elect (a “Cash Election”) to settle the Redemption by delivering to the Redeeming Member, in lieu of the 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 acquireRule 10A-3 of the Securities Act and do not hold any Units that are subject to such Redemption. In order to make a Cash Election with respect to a Redemption, the Company must provide written notice of such Common Units by paying election to the Redeeming Member (with a copy to PubCo) prior to 1:00 p.m., Austin, Texas time, on or prior to 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. In the event the Managing Member shall exercise its right to satisfy second Business Day after the Redemption Right in the manner described in the preceding sentence, Notice Date. If the Company fails to provide such written notice prior to such time, it shall have no obligation not be entitled to pay any amount to the Redeeming Member make a Cash Election with respect to such Redeeming Member’s exercise of the Redemption RightRedemption. (iv) For U.S. federal income (and applicable state and local) tax purposes, and each of the Redeeming Member, the Company Company, PubCo and the Managing Member shall Blocker (and any other member of the PubCo Holdings Group, as applicable), agree to treat (A) each Redemption, to the extent that Managing Member Blocker or another member of the PubCo Holdings Group contributes to the Company the 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 and Blocker or such other member of the Redeeming Member PubCo Holdings Group, as a sale of the Redeeming Member’s Common 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 applicable state and 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 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 extent a member of the Redemption Right. (c) Notwithstanding the provisions of Sections 11.1(a) and 11.1(b) hereof, a Member shall PubCo Holdings Group does not be entitled to exercise the Redemption Right if (i) the 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 Call Right would be prohibited under Section 10.2(e) hereof. (d) Each Redeeming Member covenants and agrees that all Common Units tendered for redemption pursuant to this Section 11.1 will be delivered does not contribute to the Company or the Managing Member free and clear of all liens, claims, and encumbrances whatsoever and should any such liens, claims or encumbrances exist or arise with respect to such Common Units, neither consideration the Company nor the Managing Member shall be under any obligation to acquire such Common Units pursuant to Section 11.1(a) or 11.1(b) hereof. Each Redeeming Member further agrees thatis entitled to receive under Section 4.6(a)(i), in the event any state or local property transfer tax is payable as a result of the Transfer of its Common Units to the Company or the Managing Member, such Redeeming Member shall assume and pay such transfer tax. (e) Any Cash 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 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 distribution by 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. (a) Except as set forth in the sentence that immediately follows this sentence Subject to Sections 8.4(b), 8.4(c), and Section 11.1(g) hereof and subject to Section 11.1(c) hereof and the provisions of any agreement between the Company and one or more Members, beginning on the date that is twelve months after the date of issuance of any Common Units8.4(d), each Member (other than the Non-Managing Member or any direct or indirect wholly owned Subsidiary of the Managing Member) shall have the right right, commencing on the third anniversary of the 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 such Member’s Common Units Non-Managing Member at a redemption price equal to and in the form of the Cash Amount. Notwithstanding Amount to be paid by the provisions of Sections 11.1(a) and 11.1(b) hereofCompany, and only with respect to the Common provided that such Member 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 been outstanding for at least twelve months immediately prior to the Initial EMGH Common Units beginning on the date that is twenty-four (24) months after the date of this Agreementsuch third anniversary. 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 the Managing MemberCorporate Manager) by the Non-Managing Member who is exercising the Redemption Right (the “"Redeeming Member”"); provided, however, that the Company shall not be obligated to satisfy such Redemption Right if the Corporate Manager elects to purchase the Member Units subject to the Notice of Redemption; and such notice shall be irrevocable unless otherwise agreed upon by the provided, further, that no Non-Managing Member. No Member may deliver more than one Notice two Notices of Redemption during each calendar quarter unless otherwise agreed upon by the Managing Memberyear. A Non-Managing Member may not exercise the Redemption Right for less than one thousand (1,000) Common 5,000 Member Units or, if such Member Non-Managing Members holds less than one thousand (1,000) Common 5,000 Member Units, all of the Common Member Units held by such Member. The Redeeming Member shall have no right, with respect to any Common Member Units so redeemed, to receive any distribution paid with respect to Common Member Units if the Company Record Date record date for such distribution is on or after the Specified Redemption Date. (b) Notwithstanding the provisions of Section 11.1(a) hereof8.4(a), if a Non-Managing Member that exercises the Redemption Right by delivering shall be deemed to have offered to sell the Member Units described in the Notice of Redemption to the Company a Notice of RedemptionCorporate Manager, then and the Managing Member Corporate Manager 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 either the EFC 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 Managing Member Corporate Manager shall acquire the Common Member Units tendered offered 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 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 Notice of Redemption, it shall so notify the Redeeming Member within five Business Days after the receipt by the Corporate Manager of such Notice of Redemption. In the event the Managing Member Corporate Manager shall exercise its right to satisfy purchase Member Units with respect to the exercise of a Redemption Right in the manner described in the preceding sentencefirst 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 's exercise of the such Redemption Right, and each of the Redeeming Member, the Company and the Managing Member Corporate Manager shall treat the transaction between the Managing Member Corporate Manager and the Redeeming Member for federal income tax purposes as a sale of the Redeeming Member’s Common 's Units to the Managing Member for federal income tax purposesCorporate Manager. Each Redeeming Member agrees to execute such documents as the Managing Member Corporate Manager may reasonably require in connection with the issuance of EFC Corporate Shares upon exercise of the 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 if (i) the 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 agrees that all Common Units tendered for redemption pursuant to this Section 11.1 will be delivered to the Company or the Managing Member free and clear of all liens, claims, and encumbrances whatsoever and should any such liens, claims or encumbrances exist or arise with respect to such Common Units, neither the Company nor the Managing Member shall be under any obligation to acquire such Common Units pursuant to Section 11.1(a) or 11.1(b) hereof. Each Redeeming Member further agrees that, in the event any state or local property transfer tax is payable as a result of the Transfer of its Common Units to the Company or the Managing Member, such Redeeming Member shall assume and pay such transfer tax. (e) Any Cash Amount to be paid to a Redeeming Member pursuant to this Section 11.1 8.4 shall be paid on the Specified Redemption Date; provided, however, that the Managing Member 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 Managing Member Corporate Manager to cause additional EFC 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 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 LawAmount. Notwithstanding the foregoing, the Managing Member Corporate Manager agrees to use its commercially reasonable best efforts to cause the closing of the acquisition of redeemed Common Member Units hereunder to occur as quickly as reasonably possible. (fd) Notwithstanding any other provision The exercise by Members 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 their 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 Rights 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 subject to the provisions of this Section 11.1(g9.2(c), 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. (a) Except as set forth Subject to Sections 8.6(b) and 8.6(c) at any time on or after one year following the date of the initial issuance thereof (which, in the sentence that immediately follows this sentence and Section 11.1(g) hereof and subject event of the transfer of a Class B Unit, shall be deemed to Section 11.1(c) hereof and the provisions of any agreement between the Company and one or more Members, beginning on be the date that is twelve months after such Class B Unit was issued to the date original recipient thereof for purposes of issuance this Section 8.6), the holder of a Class B Unit, including any Common LTIP Units that are converted into Class B Units, each Member (other than the Managing Member or any direct or indirect wholly owned Subsidiary of the Managing Member) shall have the right right, (the “Redemption Right”) to require the Company to redeem redeem, on a Specified Redemption Date all or a portion of the Class B Units held by such Member’s Common Units Member at a redemption price per Class B Unit equal to and in the form of the Cash Amount. Notwithstanding Amount to be paid by 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 AgreementCompany. 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 the Managing MemberManager) by the Member who is exercising the Redemption Right redemption right (the “Redeeming Member”); provided, and however, that the Company shall not be obligated to satisfy such notice shall be irrevocable unless otherwise agreed upon by Redemption Right if NHT Holdings elects to purchase the Managing Member. No Member may deliver more than one Class B Units subject to the Notice of Redemption during each calendar quarter unless otherwise agreed upon by the Managing Memberpursuant to Section 8.6(b). A Member may not exercise the Redemption Right for less than 1,000 Class B Units at any one thousand (1,000) Common Units time or, if such Member holds less than one thousand (1,000) Common 1,000 Class B Units, all of the Common Class B Units held by such Member. The Redeeming Member shall have no right, right with respect to any Common Class B Units so redeemed, to receive any distribution distributions paid with respect to Common Units if the Company Record Date for such distribution is on or after the Specified Redemption Date. The Assignee of any Member may exercise the 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 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 Member, the Cash Amount shall be paid by the Company directly to such Assignee and not to such Member. Any Class B Units redeemed by the Company pursuant to this Section 8.6(a) shall be cancelled upon such redemption. (b) Notwithstanding the provisions of Section 11.1(a) hereof8.6(a), if a Member that exercises the Redemption Right by delivering shall be deemed to have offered to sell the Company a Class B Units described in the Notice of RedemptionRedemption to NHT Holdings, then the Managing Member and NHT Holdings 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 Class B Units by paying to the Redeeming Member the EFC Shares 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 Specified Redemption Date, whereupon the Managing Member NHT Holdings shall acquire the Common Class B Units tendered offered 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 Class B Units. In 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 event Redeeming Member within five Business Days after the Managing Member receipt by it of such Notice of Redemption. Unless NHT Holdings (in its sole and absolute discretion) shall exercise its right to satisfy purchase Class B Units from the 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 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 preceding sentencefirst 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 the such Redemption Right, and each of the Redeeming Member, the Company and the Managing Member NHT Holdings shall treat the transaction between the Managing Member NHT Holdings and the Redeeming Member Member, for federal income tax purposes, as a sale of the Redeeming Member’s Common Class B Units to the Managing Member for federal income tax purposesNHT Holdings. Each Redeeming Member agrees to execute such documents as the Managing Member NHT or NHT Holdings may reasonably require in connection with the issuance of EFC Shares 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 Sections 11.1(aSection 8.6(a) and 11.1(b) hereofSection 8.6(b), a Member shall not be entitled to exercise the Redemption Right if (ipursuant to Section 8.6(a) to the extent that the delivery of EFC Shares REIT Units to such Member on the Specified Redemption Date by the Managing Member NHT Holdings pursuant to Section 11.1(b8.6(b) hereof (regardless of whether or not the Managing Member NHT Holdings would in fact exercise its rights under Section 11.1(b8.6(b)) would (Ai) be prohibited prohibited, as determined in the sole discretion of NHT or NHT Holdings, under the EFC Operating Agreement Declaration of Trust or (Bii) cause the acquisition of EFC Shares REIT Units by such Member to be “integrated” with any other distribution of EFC Shares or Common REIT 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 agrees that all Common Class B Units tendered delivered for redemption pursuant to this Section 11.1 will shall be delivered to the Company or the Managing Member free and clear of all liens; and, claimsnotwithstanding anything contained herein to the contrary, and encumbrances whatsoever and should any such liens, claims or encumbrances exist or arise with respect to such Common Units, neither the Company nor the Managing Member shall be under any no obligation to acquire such Common Class B Units pursuant which are or may be subject to Section 11.1(a) or 11.1(b) hereofany liens. Each Redeeming Member further agrees that, in the event if any state or local property transfer tax is payable as a result of the Transfer transfer of its Common Class B Units to the Company or the Managing MemberCompany, such Redeeming Member shall assume and pay such transfer tax. (e) Any Cash 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 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 in no event shall have the Class B Unitholders be entitled to receive REIT Units if such action would jeopardize NHT’s status as a Redemption Right effective upon “mutual fund trust” under the occurrence of an EMGH Redemption Right Event; providedTax Act. In the event this Section 8.6(e) applies, however, that in the case rights of a Redemption Right exercised pursuant to the provisions of Class B Unitholder will remain unaffected until such time as such exchange may be made in accordance with this Section 11.1(g8.6(e), 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.