Common use of Redemption Notice Clause in Contracts

Redemption Notice. A notice of redemption (the “Redemption Notice”) by such holder of Preferred Shares shall be given in writing to the Company stating the date on which the Preferred Shares are to be redeemed (the “Redemption Date”), provided, however, that the Redemption Date shall be no earlier than the expiration of thirty (30) days from the date of giving such notice of redemption. Upon receipt of any such request, the Company shall promptly give written notice of the redemption request to each non-requesting holder of record of Preferred Shares stating the existence of such request, the Redemption Price, the Redemption Date and the mechanics of redemption. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, together with the Preferred Shares of the initiating holder to be redeemed, by a written notice to the Company within fifteen (15) days following the date of the Redemption Notice indicating its election to participate in the redemption and the number of its Preferred Shares to be redeemed. In the event that any holder of Preferred Shares shall not have participated in the redemption in accordance with the preceding sentence, such holder of Preferred Share shall nevertheless have the right to require the Company to redeem all or part of the Preferred Shares held by it by initiating redemption pursuant to this Section 5.

Redemption Notice. A In the event the Company shall elect to redeem Preferred Units pursuant to the terms of Paragraph 4A(1), (2), or (3) the Company shall give written notice of such redemption by first class mail, postage prepaid, or by a reputable nationally recognized overnight courier service, prepaid and preaddressed, sent not less than 20 days nor more than 60 days prior to the redemption date, to each Holder of Preferred Units. Each notice shall state: (a) that such notice is being given by the Company in accordance with Paragraph 4A of this Agreement and whether such redemption is being effected pursuant to Paragraph 4A(1), (2), or (3) (b) the date fixed for redemption (which date may be described by reference to the date upon which the Payoff Transaction occurs), (c) the total number of Preferred Units to be redeemed and the number of Preferred Units of such Holder to be redeemed, (d) the redemption price, (e) that such redemption will be funded by proceeds received from a Complete Exit Event or other transaction(s) described in reasonable detail (collectively, a “Redemption NoticePayoff Transaction”) by or cash on hand, and (f) that the Company’s obligation to redeem will be irrevocable subject only to consummation of the Payoff Transaction. Upon giving any such holder notice of redemption, the Company shall become irrevocably obligated to redeem the total number of Preferred Shares Units specified in such notice, subject (if applicable) to consummation of any Payoff Transaction described in such notice. The Company shall be given in writing to keep each Holder of Preferred Units reasonably and timely informed of (i) any deferral of the Company stating closing of a Payoff Transaction, (ii) the date on which such Payoff Transaction and the Preferred Shares redemption are expected to be redeemed occur, and (the “Redemption Date”), provided, however, that the Redemption Date shall be no earlier than the expiration of thirty (30iii) days from the date of giving such notice of redemption. Upon receipt of any such request, determination by the Company shall promptly give written notice of that efforts to effect such Payoff Transaction have ceased or been abandoned (in which case the redemption request to each non-requesting holder of record of Preferred Shares stating the existence of such request, the Redemption Price, the Redemption Date and the mechanics of redemption. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, together with the Preferred Shares of the initiating holder to be redeemed, by a written notice to the Company within fifteen (15) days following the date of the Redemption Notice indicating its election to participate in the redemption and the number of its Preferred Shares to be redeemed. In the event that any holder of Preferred Shares shall not have participated in the redemption in accordance with the preceding sentence, such holder of Preferred Share shall nevertheless have the right to require the Company to redeem all or part of the Preferred Shares held by it by initiating redemption given pursuant to this Section 5Paragraph 4A(5) in respect of such proposed redemption shall be deemed rescinded).

Redemption Notice. A notice of redemption (the “Redemption Notice”) by such holder of Preferred Shares shall be given Except as stated in writing Section 211 with respect to the Company stating the date on which the Preferred Shares are notices to be redeemed (the “Redemption Date”)DTC, provided, however, that the Redemption Date shall be no earlier than the expiration of at least thirty (30) days from before the redemption date of giving such any Bonds, the Trustee shall cause a notice of redemption. Upon receipt of any such requestredemption, either in whole or in part, signed by the Company shall promptly give written notice Trustee to be mailed, first-class, postage prepaid, to all Bondholders whose Bonds are to be redeemed and to the Letter of the redemption request to each non-requesting holder of record of Preferred Shares stating the existence of such request, the Redemption Price, the Redemption Date and the mechanics of redemptionCredit Issuer. Each such other holder notice shall set forth: (a) the date fixed for redemption; (b) the redemption price to be paid; (c) if fewer than all of Preferred Shares the Bonds then outstanding shall have be called for redemption, the right distinctive numbers and letters, if any, of such Bonds to participate be redeemed and, in the redemption and require case of Bonds to be redeemed in part only, the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, together with the Preferred Shares portion of the initiating holder principal amount thereof to be redeemed; (d) that on the date fixed for redemption, by such redemption price will become due and payable upon each Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue on and after said redemption date, (e) the place where such Bonds or portions thereof called for redemption are to be surrendered for payment of such redemption price; and (f) such other information as may be required to comply with the requirements of Securities Exchange Act of 1934 Release No. 34-23856, dated December three (3), nineteen hundred eighty-six (1986) (the "Redemption Release"). In addition, the Trustee shall cause a written copy of the above notice of redemption to be sent to the Company within fifteen (15) days following the date persons specified in Sections B and D of the Redemption Notice indicating its election to participate in the redemption and the number of its Preferred Shares to be redeemed. In the event that any holder of Preferred Shares shall not have participated in the redemption Release at least two (2) business days before notice is given in accordance with the preceding sentence. In case any Bond is to be redeemed in part only, the notice of redemption which relates to such holder Bond shall state also that on or after the redemption date, upon surrender of Preferred Share shall nevertheless have the right to require the Company to redeem all such Bond, a new Bond or part Bonds of the Preferred Shares held by it by initiating same maturity and series, bearing interest at the same rate and in a principal amount equal to the unredeemed portion of such Bond, will be issued. Failure to comply with the requirements of the Redemption Release shall not affect the validity of the proceedings for the redemption pursuant of any Bonds, and failure to this Section 5mail such notice to any Holder or any defect in any notice so mailed shall not affect the validity of the proceedings for the redemption of the Bonds of any other Holders.

Redemption Notice. Subject to the provisions set forth in this Section 11.01, each Member (other than the Corporation) shall be entitled to cause the Company to redeem (a “Redemption”) its Common Units (the “Redemption Right”) at any time beginning on the earlier of (i) 180 days after the Effective Time or (ii) if such Member has entered into a contractual lock-up agreement with the underwriters in connection with the IPO relating to the shares of the Corporation owned by such Member, the date such lock-up agreement has been waived or terminated as it applies to such Member. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice of redemption (the “Redemption Notice”) by to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than seven (7) Business Days nor more than ten (10) Business Days after delivery of such holder of Preferred Shares shall be given Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to the Company stating the date waive such time periods), on which exercise of the Preferred Shares are to Redemption Right shall be redeemed completed (the “Redemption Date”); provided that the Company, provided, however, that the Corporation and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that a Redemption Notice may be conditioned on (x) the Redeeming Member having entered into a valid and binding agreement with a third party for the sale of shares of Class A Common Stock that may be issued in connection with such proposed Redemption (whether in a tender or exchange offer, private sale or otherwise) and such agreement is subject to customary closing conditions for agreements of this kind and the delivery of the Class A Common Stock by the Redeeming Member to such third party, (y) the closing of an announced merger, consolidation or other transaction in which the shares of Class A Common Stock that may be issued in connection with such proposed Redemption would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property and/or (z) the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date): (A) the Redeeming Member shall be no earlier than transfer and surrender the expiration Redeemed Units to the Company, free and clear of thirty all liens and encumbrances, and (30B) days from the date of giving such notice of redemption. Upon receipt of any such request, the Company shall promptly give written notice of (x) cancel the redemption request to each non-requesting holder of record of Preferred Shares stating the existence of such requestRedeemed Units, the Redemption Price, the Redemption Date and the mechanics of redemption. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, together with the Preferred Shares of the initiating holder to be redeemed, by a written notice (y) transfer to the Company within fifteen Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), and (15z) days following if the date Units are certificated, issue to the Redeeming Member a certificate for a number of Common Units equal to the Redemption Notice indicating its election to participate in the redemption and difference (if any) between the number of its Preferred Shares to be redeemed. In Common Units evidenced by the event that any holder of Preferred Shares shall not have participated in certificate surrendered by the redemption in accordance with the preceding sentence, such holder of Preferred Share shall nevertheless have the right to require the Company to redeem all or part of the Preferred Shares held by it by initiating redemption Redeeming Member pursuant to clause (A) of this Section 511.01(a) and the Redeemed Units.

Redemption Notice. A notice (a) Any holder of redemption the Preferred Shares (the “Initial Redemption NoticeRequesting Holder”) by such holder of Preferred Shares shall be given in writing that intends to the Company stating the date on which the Preferred Shares are to be redeemed (the “Redemption Date”), provided, however, that the Redemption Date shall be no earlier than the expiration of thirty (30) days from the date of giving such notice of redemption. Upon receipt of any such request, the Company shall promptly give written notice of the redemption request to each non-requesting holder of record of Preferred Shares stating the existence of such request, the Redemption Price, the Redemption Date and the mechanics of redemption. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require cause the Company to redeem any or all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, together with the Preferred Shares of the initiating holder to be redeemed, by a written notice to the Company within fifteen (15) days following the date of the Redemption Notice indicating its election to participate in the redemption and the number of its Preferred Shares to be redeemed. In the event that any holder of Preferred Shares shall not have participated in the redemption in accordance with the preceding sentence, such holder of Preferred Share shall nevertheless have the right to require the Company to redeem all or part of the Preferred Shares held by it by initiating shall deliver a notice of redemption (the “Initial Redemption Notice”) to the Company, with a copy to the Significant Group Companies and the Founder Parties on or after the date on which such Preferred Shares become redeemable pursuant to Section 7.01, stating the class and number of Preferred Shares to be redeemed (the Preferred Shares to be redeemed, the “Redemption Shares”, the delivery date of the Initial Redemption Notice, the “Initial Redemption Notice Date”). The Company shall, within ten (10) Business Days after the Initial Redemption Notice, give a written notice to the other Preferred Holders, stating the existence of the Initial Redemption Notice and the closing date of the redemption estimated by the Company, which closing date shall be within one hundred and twenty (120) days after the Initial Redemption Notice Date (the actual completion date of the redemption, the “Redemption Date”)). Any other Preferred Holder may elect to tag along with the Initial Redemption Requesting Holder and exercise its redemption right by separately giving a redemption notice to the Company stating the class and number of its Redemption Shares within ten (10) Business Days after the receipt of the Company’s written notice. The Company shall ensure that all redemptions of the Redemption Shares be carried out in accordance with this Section 57.02, in any event completed within one hundred and twenty (120) days from the Initial Redemption Notice Date.

Redemption Notice. A In case the Company exercises its right to redeem all the Warrants pursuant to Section 6.01, it shall fix a date for redemption (the “Redemption Date”) and shall issue a press release giving notice of such redemption (the “Redemption Notice”) by such holder of Preferred Shares shall be given in writing not fewer than 20 calendar days prior to the Redemption Date. The Company stating shall deliver a copy of such Redemption Notice to the date Warrant Agent. The Warrant Agent shall as soon as practicable after receipt of such notice from the Company (which notice must specifically direct the Warrant Agent to perform delivery) cause such notice to be delivered to the Depositary pursuant to the customary procedures of the Depositary. The Company shall deliver a copy of the Redemption Notice to the Nasdaq Capital Market (or, if the Common Stock is not listed on the Nasdaq Capital Market at such time, the principal U.S. national or regional securities exchange (if any) on which the Preferred Shares are Common Stock is so listed or quoted). The Redemption Date must be a Business Day. The Redemption Notice, if issued in the manner herein provided, shall be conclusively presumed to be redeemed have been duly given, whether or not the Holder receives such notice. The Redemption Notice shall specify (i) the “Redemption Date”), provided, however, that the Redemption Date shall be no earlier than the expiration of thirty (30ii) days from the date of giving such notice of redemption. Upon receipt of any such request, the Company shall promptly give written notice of the redemption request to each non-requesting holder of record of Preferred Shares stating the existence of such request, the Redemption Price, the Redemption Date and the mechanics of redemption. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and (iii) that on the same Redemption Date, together with the Preferred Shares of the initiating holder to be redeemed, by a written notice to the Company within fifteen (15) days following the date of the Redemption Price will become due and payable with respect to each Warrant, and (iv) that Holders may exercise their Warrants until the Close of Business on the Business Day immediately preceding the Redemption Date. A Redemption Notice indicating its election to participate in the redemption and the number of its Preferred Shares to shall be redeemed. In the event that any holder of Preferred Shares shall not have participated in the redemption in accordance with the preceding sentence, such holder of Preferred Share shall nevertheless have the right to require the Company to redeem all or part of the Preferred Shares held by it by initiating redemption pursuant to this Section 5irrevocable.

Redemption Notice. (i) Subject to the provisions set forth in this Section 11.01, each Member holding Common Units (other than the PC Corp) shall be entitled to cause the Company to redeem (a “Common Unit Redemption”) its Common Units at any time beginning on the date hereof, unless such Member has entered into a contractual lock-up agreement in connection with the Public Listing and relating to the shares of Pubco that may be applicable to such Member, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Member. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice of redemption (the “Redemption Notice”) by such holder to the Company with a copy to the Manager and to PC Corp. The Redemption Notice shall specify the number of Preferred Shares shall be given Common Units (the “ Redeemed Units”), that the Redeeming Member intends to have the Company redeem and a date (unless and to the extent that the Manager in its sole discretion agrees in writing to the Company stating the date waive such time periods) on which exercise of the Preferred Shares are to Redemption Right shall be redeemed completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”), provided, however, ; provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager, PC Corp and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has delivered a timely Retraction Notice as provided in Section 11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall be no earlier than transfer and surrender the expiration Redeemed Units to the Company, free and clear of thirty all liens and encumbrances, and (30B) days from the date of giving Company shall transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), provided that, if such notice of redemption. Upon receipt of any such requestUnits are certificated, the Company shall promptly give written notice of the redemption request to each non-requesting holder of record of Preferred Shares stating the existence of such request, the Redemption Price, the Redemption Date and the mechanics of redemption. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, together with the Preferred Shares of the initiating holder to be redeemed, by a written notice issue to the Company within fifteen Redeeming Member a certificate for a number of Common Units equal to the difference (15if any) days following the date of the Redemption Notice indicating its election to participate in the redemption and between the number of its Preferred Shares to be redeemed. In Common Units evidenced by the event that any holder of Preferred Shares shall not have participated in certificate surrendered by the redemption in accordance with the preceding sentence, such holder of Preferred Share shall nevertheless have the right to require the Company to redeem all or part of the Preferred Shares held by it by initiating redemption Redeeming Member pursuant to clause (B) of this Section 511.01(a)(i) and the Redeemed Units.

Redemption Notice. (i) Subject to the provisions set forth in this Section 11.01, each Member holding Common Units (other than USCo and USCo2) shall be entitled to cause the Company to redeem (a “Common Unit Redemption”) its Common Units at any time beginning on the date hereof, unless such Member has entered into a contractual lock-up agreement in connection with the Public Listing and relating to the shares of Pubco that may be applicable to such Member, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Member. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice of redemption (the “Redemption Notice”) by such holder to the Company with a copy to the Manager and to Pubco. The Redemption Notice shall specify the number of Preferred Shares shall be given Common Units (the “Redeemed Units”), that the Redeeming Member intends to have the Company redeem and a date (unless and to the extent that the Manager in its sole discretion agrees in writing to the Company stating the date waive such time periods) on which exercise of the Preferred Shares are to Redemption Right shall be redeemed completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”), provided, however, ; provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall be no earlier than transfer and surrender the expiration Redeemed Units to the Company, free and clear of thirty all liens and encumbrances, and (30B) days from the date of giving Company shall transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), provided that, if such notice of redemption. Upon receipt of any such requestUnits are certificated, the Company shall promptly give written notice of the redemption request to each non-requesting holder of record of Preferred Shares stating the existence of such request, the Redemption Price, the Redemption Date and the mechanics of redemption. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, together with the Preferred Shares of the initiating holder to be redeemed, by a written notice issue to the Company within fifteen Redeeming Member a certificate for a number of Common Units equal to the difference (15if any) days following the date of the Redemption Notice indicating its election to participate in the redemption and between the number of its Preferred Shares to be redeemed. In Common Units evidenced by the event that any holder of Preferred Shares shall not have participated in certificate surrendered by the redemption in accordance with the preceding sentence, such holder of Preferred Share shall nevertheless have the right to require the Company to redeem all or part of the Preferred Shares held by it by initiating redemption Redeeming Member pursuant to clause (B) of this Section 511.01(a)(i) and the Redeemed Units.

Redemption Notice. (i) Subject to the provisions set forth in this Section 11.01, each Member (other than the Corporation) shall be entitled to cause the Company to redeem (a “Redemption”) its Common Units (the “Redemption Right”) at any time beginning on the earlier of (A) 180 days after the Effective Time or (B) if such Member has entered into a contractual lock-up agreement with the underwriters in connection with the IPO and relating to the shares of the Corporation that may be applicable to such Member, the date such lock-up agreement has been waived or terminated as it applies to such Member; provided, however, that the Original Members shall be entitled to effect a Redemption pursuant to the IPO Common Unit Redemption Agreement of a number of their Common Units equal to the number of shares of Class A Common Stock needed by the Original Members to fulfill their obligations to sell shares of Class A Common Stock to the underwriters pursuant to the Underwriting Agreement, including in connection with any exercise by the underwriters of the Over-Allotment Option. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice of redemption (the “Redemption Notice”) by such holder to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Preferred Shares shall be given Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date (unless and to the extent that the Manager in its sole discretion agrees in writing to the Company stating the date waive such time periods) on which exercise of the Preferred Shares are to Redemption Right shall be redeemed completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”), provided, however, ; provided that (x) if the Redemption Date shall be no earlier than the expiration of thirty (30) days from the date of giving such notice of redemption. Upon receipt of any such request, the Company shall promptly give written notice of the redemption request to each non-requesting holder of record of Preferred Shares stating the existence of such request, the Redemption Priceoccurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Corporation and the mechanics of redemption. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, together with the Preferred Shares of the initiating holder to be redeemed, by a written notice to the Company within fifteen (15) days following the date of the Redemption Notice indicating its election to participate in the redemption and Redeeming Member may change the number of its Preferred Shares Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that a Redemption Notice may be conditioned on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be redeemed. In effective immediately prior to the event that any holder close of Preferred Shares business on the Redemption Date) (A) the Redeeming Member shall not have participated in transfer and surrender the redemption in accordance with Redeemed Units to the preceding sentenceCompany, such holder free and clear of Preferred Share shall nevertheless have the right to require all liens and encumbrances, and (B) the Company shall (x) cancel the Redeemed Units, (y) transfer to redeem all or part the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), and (z), if the Units are certificated, issue to the Redeeming Member a certificate for a number of Common Units equal to the Preferred Shares held difference (if any) between the number of Common Units evidenced by it the certificate surrendered by initiating redemption the Redeeming Member pursuant to clause (B) of this Section 511.01(a)(i) and the Redeemed Units.

Redemption Notice. A If an election is made pursuant to Section 7(d) hereof, written notice of such election shall be mailed, postage prepaid, to the Company, not later than sixty (60) days before the date fixed for redemption pursuant to Section 7(d) or, in the event the Company does not provide the Final Redemption Notice pursuant to Section 7(d) hereof, not later than sixty (60) days before the “date that the Final Redemption Date has been extended as provided in Section 7(d) (each of the dates fixed for redemption and the extended redemption date is hereinafter referred to as a "Redemption Date"). If such election is made and appropriate notice is given then, at least forty-five (45) days before the Redemption Date, written notice (hereinafter referred to as the "Redemption Notice”") shall be mailed by such the Company, postage prepaid, to each holder of record of Preferred Shares shall be given in writing to Stock at its address shown on the Company stating records of the date on which the Preferred Shares are to be redeemed (the “Redemption Date”), Company; provided, however, that the Company's failure to give such Redemption Date Notice shall be in no earlier than way affect its obligation to redeem the expiration shares of thirty (30) days from Preferred Stock or the date of giving such notice of redemption. Upon receipt of any such request, the Company shall promptly give written notice obligation of the redemption request holders to each non-requesting holder of record redeem their shares of Preferred Shares stating Stock as provided in Section 7(d) hereof. The Redemption Notice shall contain: (i) the existence number of shares of Preferred Stock held by the holder and the total number of shares of Preferred Stock held by all holders subject to redemption as of such request, the Redemption Price, Date; and (ii) the Redemption Date and the mechanics of redemptionapplicable Holder Redemption Price. Each such other Any holder of Preferred Shares shall have the right Stock who wishes to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, together with the Preferred Shares of the initiating holder to be redeemeddo so may, by a written giving notice to the Company within fifteen (15) days following prior to the date Redemption Date, convert into Common Stock any or all of the Redemption Notice indicating its election to participate in the redemption and the number of its Preferred Shares to be redeemed. In the event that any holder shares of Preferred Shares shall not have participated in the redemption in accordance with the preceding sentence, such holder of Preferred Share shall nevertheless have the right to require the Company to redeem all or part of the Preferred Shares Stock held by it by initiating him and scheduled for redemption pursuant to this Section 5on such Redemption Date.

Redemption Notice. Any Investor Shareholder (the “Initial Redemption Requesting Holder”) that intends to cause the Company to redeem any or all of the Series A Preferred Shares held by it shall deliver a notice of redemption (the “Initial Redemption Notice”) by such holder of Preferred Shares shall be given in writing to the Company stating on or after the date on which the such Series A Preferred Shares are become redeemable pursuant to Section 6.01, stating the number of Series A Preferred Shares to be redeemed (the Series A Preferred Shares to be redeemed, the “Redemption Shares”, the delivery date of the Initial Redemption Notice, the “Initial Redemption Notice Date”). The Company shall then complete the redemption within thirty (30) days after the date of the Initial Redemption Notice Date (the actual completion date of the redemption, the “Redemption Date”). Once the Company has received the Initial Redemption Notice, providedit shall not (and shall not permit any other Group Company to) take any action which would have the effect of delaying, howeverundermining or restricting the redemption of any Redemption Share, and the Company shall in good faith use its best efforts to increase the amount of funds legally available for redemption, including causing any other Group Company to distribute any and all available funds to the Company to ensure that the all Redemption Date shall Shares would be no earlier than the expiration of thirty (30) days from timely and fully redeemed in accordance with this Section 6.02. Until the date of giving such notice of redemption. Upon receipt of any such requestwhich each Redemption Share is redeemed, the Company shall promptly give written notice not declare or pay any dividend nor otherwise make any distribution of the redemption request to each non-requesting holder of record of Preferred Shares stating the existence of such request, the Redemption Price, the Redemption Date and the mechanics of redemption. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, together with the Preferred Shares of the initiating holder to be redeemed, by a written notice to the Company within fifteen (15) days following the date of the Redemption Notice indicating otherwise decrease its election to participate in the redemption and the number of its Preferred Shares to be redeemed. In the event that any holder of Preferred Shares shall not have participated in the redemption in accordance with the preceding sentence, such holder of Preferred Share shall nevertheless have the right to require the Company to redeem all or part of the Preferred Shares held by it by initiating redemption pursuant to this Section 5profits available for distribution.

Redemption Notice. A notice In respect of redemption (any Optional Redemption of any Series or Class of Notes to be made out of amounts available for such purposes, the “Indenture Trustee will give a Redemption Notice”) Notice to each Holder of the Notes to be redeemed and to each Hedge Provider and Liquidity Facility Provider, provided that the Indenture Trustee shall have been notified in writing by the Issuer or the Administrator in advance of giving any such holder of Preferred Shares shall Redemption Notice whether funds are or will, on the applicable Redemption Date, be available for such Optional Redemption. Such Redemption Notice must be given in writing to at least ten (10) days but not more than sixty (60) days before such Redemption Date. Each Redemption Notice must state (i) the Company stating applicable Redemption Date, (ii) the date on Notes being redeemed (which may be some or all of a Series or Class, as permitted by Section 3.12 and any applicable Series Supplement) and, if applicable, the Preferred Shares are portion of the Outstanding Principal Balance of such Notes that is to be redeemed (and in respect thereof, the “Redemption Price (less an amount equal to any portion thereof payable to the applicable Hedge Provider) will be distributed to the Holders of the applicable Notes pro rata in the same manner as partial repayments of principal on the Notes made pursuant to the Flow of Funds and the Indenture Trustee’s notice shall contain information to that effect), (iii) the Indenture Trustee’s arrangements for making payments due on the Redemption Date”), provided(iv) the Redemption Price of the Notes to be redeemed, howeverincluding a description of the portion thereof, if applicable, that is payable to the applicable Hedge Provider, (v) for an Optional Redemption of an entire Class or Series of Notes or of all Outstanding Notes, that the Redemption Date shall Notes to be no earlier than the expiration of thirty redeemed must be surrendered (30) days from the date of giving such notice of redemption. Upon receipt of which action may be taken by any such request, the Company shall promptly give written notice Holder of the redemption request Notes or its authorized agent) to each non-requesting holder the Indenture Trustee to collect the Redemption Price on such Notes (less an amount equal to any portion thereof payable to the applicable Hedge Provider), and (vi) that, unless the Issuer defaults in the payment of record of Preferred Shares stating the existence of such request, the Redemption Price, if any, interest on the portion of the Outstanding Principal Balance of the Notes called for redemption will cease to accrue on and after the Redemption Date and the mechanics of redemption. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, together with the Preferred Shares of the initiating holder to be redeemed, by a written notice to the Company within fifteen (15) days following the date of the Redemption Notice indicating its election to participate in the redemption and the number of its Preferred Shares to be redeemed. In the event that any holder of Preferred Shares shall not have participated in the redemption in accordance with the preceding sentence, such holder of Preferred Share shall nevertheless have the right to require the Company to redeem all or part of the Preferred Shares held by it by initiating redemption pursuant to this Section 5.

Redemption Notice. A (a) In case the Company exercises its Optional Redemption right to redeem all or any portion of the Notes pursuant to Section 16.01, it shall fix a date for such Optional Redemption (each, a “Redemption Date”) and the Company (or, at the Company’s written request (with such request including an Officer’s Certificate requesting that the Trustee give such Redemption Notice, setting forth the information to be stated in such Redemption Notice as provided in Section 16.02(c), and stating that all conditions precedent to the delivery of such Redemption Notice have been or will be complied with) received by the Trustee at least two Business Days prior to the date of giving the Redemption Notice (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company) shall deliver or cause to be delivered a written notice of redemption such Optional Redemption (the a “Redemption Notice”) by such holder of Preferred Shares shall be given in writing not less than 50 nor more than 65 Scheduled Trading Days prior to the Company stating the date on which the Preferred Shares are to be redeemed (the “Redemption Date”), provided, however, that the Redemption Date shall be no earlier to the Trustee, the Conversion Agent (if other than the expiration of thirty Trustee), the Paying Agent (30if other than the Trustee) days from the date of giving such notice of redemption. Upon receipt of any such requestand each Holder; provided that if, in accordance with Section 14.02, the Company elects to settle all conversions of Called Notes with a Conversion Date that occurs during the related Redemption Period by Physical Settlement, then the Company shall promptly give written notice of the redemption request to each non-requesting holder of record of Preferred Shares stating the existence of such request, provide the Redemption Price, Notice not less than 15 nor more than 60 calendar days before the Redemption Date to the Trustee, the Conversion Agent (if other than the Trustee), the Paying Agent (if other than the Trustee) and each Holder of Notes. The Redemption Date must be a Business Day, and the mechanics of redemption. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, together with the Preferred Shares of the initiating holder to be redeemed, by a written notice to the Company within fifteen (15) days following the date of the Redemption Notice indicating its election to participate in the redemption and the number of its Preferred Shares to be redeemed. In the event that any holder of Preferred Shares shall not have participated in specify a Redemption Date that falls on or after the redemption in accordance with 41st Scheduled Trading Day immediately preceding the preceding sentence, such holder of Preferred Share shall nevertheless have the right to require the Company to redeem all or part of the Preferred Shares held by it by initiating redemption pursuant to this Section 5Maturity Date.

Redemption Notice. (i) Subject to the provisions set forth in this Section 11.01, each Class B Unitholder (other than USCo2) shall be entitled (the “Redemption Right”) to cause the Company to redeem its Class B Units at any time after the Effective Time, unless such Class B Unitholder has entered into a contractual lock-up agreement in connection with the Arrangement Agreement, Floating Share Arrangement Agreement, or otherwise and relating to the shares of Acreage or Pubco that may be applicable to such Class B Unitholder, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Class B Unitholder (the “Redemption”). A Class B Unitholder desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice of redemption (the “Redemption Notice”) to the Company with a copy to the Manager, to Acreage and to Pubco. The Redemption Notice shall specify (i) the number of Class B Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem; provided that the proportion of Redeemed Units subject to a Redemption by such holder of Preferred Shares shall a Redeeming Member must be given 70% Class B Fixed Units and 30% Class B Floating Units; and (ii) a date (unless and to the extent that the Manager in its sole discretion agrees in writing to the Company stating the date waive such time periods) on which exercise of the Preferred Shares are to Redemption Right shall be redeemed completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”), provided, however, ; provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall be no earlier than transfer and surrender the expiration Redeemed Units to the Company, free and clear of thirty all liens and encumbrances, and (30B) days from the date of giving Company shall transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), provided that, if such notice of redemption. Upon receipt of any such requestUnits are certificated, the Company shall promptly give written notice of the redemption request to each non-requesting holder of record of Preferred Shares stating the existence of such request, the Redemption Price, the Redemption Date and the mechanics of redemption. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, together with the Preferred Shares of the initiating holder to be redeemed, by a written notice issue to the Company within fifteen Redeeming Member a certificate for a number of Class B Units equal to the difference (15if any) days following the date of the Redemption Notice indicating its election to participate in the redemption and between the number of its Preferred Shares to be redeemed. In Class B Units evidenced by the event that any holder of Preferred Shares shall not have participated in certificate surrendered by the redemption in accordance with the preceding sentence, such holder of Preferred Share shall nevertheless have the right to require the Company to redeem all or part of the Preferred Shares held by it by initiating redemption Redeeming Member pursuant to clause (B) of this Section 511.01(a)(ii) and the Redeemed Units.

Redemption Notice. A notice In respect of redemption (any Optional Redemption of any Series or Class of Notes to be made out of amounts available for such purposes, the “Indenture Trustee will give a Redemption Notice”) Notice to each Noteholder of the Notes to be redeemed and to each Hedge Provider and Liquidity Facility Provider, provided that the Indenture Trustee shall have been notified in writing by the Issuer or the Administrator in advance of giving any such holder of Preferred Shares shall Redemption Notice whether funds are or will, on the applicable Redemption Date, be available for such Optional Redemption. Such Redemption Notice must be given in writing to at least ten (10) days but not more than sixty (60) days before such Redemption Date. Each Redemption Notice must state (i) the Company stating applicable Redemption Date, (ii) the date on Notes being redeemed (which may be some or all of a Series or Class, as permitted by Section 3.12 and any applicable Series Supplement) and, if applicable, the Preferred Shares are portion of the Outstanding Principal Balance of such Notes that is to be redeemed (and in respect thereof, the “Redemption Price (less an amount equal to any portion thereof payable to the applicable Hedge Provider) will be distributed to the Noteholders of the applicable Notes pro rata in the same manner as partial repayments of principal on the Notes made pursuant to the Flow of Funds and the Indenture Trustee’s notice shall contain information to that effect), (iii) the Indenture Trustee’s arrangements for making payments due on the Redemption Date”), provided(iv) the Redemption Price of the Notes to be redeemed, howeverincluding a description of the portion thereof, if applicable, that is payable to the applicable Hedge Provider, (v) for an Optional Redemption of an entire Class or Series of Notes or of all Outstanding Notes, that the Redemption Date shall Notes to be no earlier than the expiration of thirty redeemed must be surrendered (30) days from the date of giving such notice of redemption. Upon receipt of which action may be taken by any such request, the Company shall promptly give written notice Noteholder of the redemption request Notes or its authorized agent) to each non-requesting holder the Indenture Trustee to collect the Redemption Price on such Notes (less an amount equal to any portion thereof payable to the applicable Hedge Provider), and (vi) that, unless the Issuer defaults in the payment of record of Preferred Shares stating the existence of such request, the Redemption Price, if any, interest on the portion of the Outstanding Principal Balance of the Notes called for redemption will cease to accrue on and after the Redemption Date and the mechanics of redemptionDate. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, together with the Preferred Shares of the initiating holder to be redeemed, by a written notice to the Company within fifteen (15) days following the date of the Redemption Notice indicating its election to participate in the redemption and the number of its Preferred Shares to be redeemed. In the event that any holder of Preferred Shares shall not have participated in the redemption in accordance with the preceding sentence, such holder of Preferred Share shall nevertheless have the right to require the Company to redeem all or part of the Preferred Shares held by it by initiating redemption pursuant to this Section 5.[Master Indenture]

Redemption Notice. A In the event that the Corporxxxxx xxxll redeem all shares of this Series, notice of such redemption (the “"B Redemption Notice”") by such holder of Preferred Shares shall be given in writing by personal delivery, overnight courier or certified mail, return receipt requested not less than 30 nor more than 60 days prior to the Company stating redemption date, to each holder of the Series B Preferred Stock at his address on the transfer books of the Corporation. Such notice shall be effective upon receipt and shall state: (i) the date on which such redemption shall take place (the Preferred Shares "Redemption B Date"); (ii) that all shares in this Series are to be redeemed; (iii) the office of the Corporation where certificates for such shares are to be surrendered; and (iv) that Accrued B Preferred Dividends on the shares to be redeemed (the “Redemption Date”), provided, however, that will be determined as of and payable on the Redemption Date B Date. On the Redemption B Date, each share of Series B Preferred Stock then outstanding shall be no earlier than converted, without the expiration of thirty (30) days from the date of giving such notice of redemption. Upon receipt necessity of any such requestaction by the Board of Directors, the Company shall promptly give written notice of the redemption request to each non-requesting holder of record of Preferred Shares stating the existence of such request, the Redemption Price, the Redemption Date and the mechanics of redemption. Each such other holder of Preferred Shares shall have the into a right to participate receive 83.75 shares of Common Stock. The redemption ratio set forth in this Section B.5.b. shall be adjusted in the redemption same manner as the B Conversion Ratio and require Maximum B Number are adjusted pursuant to Section B.4.f. From and after the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, all rights of a holder of shares of this Series shall cease except for the right, upon surrender of the certificate representing such shares, to receive certificates representing shares of Common Stock for which such shares were redeemed together with the any payment in lieu of a fractional share of Common Stock and of any Accrued B Preferred Shares Dividend as contemplated by this Section. Each holder of the initiating holder Series B Preferred Stock shall be deemed to be redeemed, by a written notice to the Company within fifteen (15) days following the date holder of Common Stock on the Redemption Notice indicating its election to participate in the redemption and the number of its Preferred Shares to be redeemedB Date. In the event that any holder of Preferred Shares shall not have participated in the redemption in accordance with the preceding sentence, such holder of Preferred Share shall nevertheless have the right to require the Company to redeem all or part of the Preferred Shares held by it by initiating redemption pursuant to this Section 5.c.

Redemption Notice. A If the Company is obligated to redeem, or elects to redeem, the Preferred Shares pursuant to this Article VI, the Company shall deliver a notice of redemption (the “Redemption Notice”) by such holder of Preferred Shares shall be given in writing to the Company stating Holders specifying the date on which the Preferred Shares are to be redeemed for redemption (the “Redemption Date”“), provided, however, that the Redemption Date which date shall not be no earlier less than the expiration of thirty three (303) days from the date of giving such notice of redemption. Upon receipt of any such request, the Company shall promptly give written notice of the redemption request to each non-requesting holder of record of Preferred Shares stating the existence of such request, the Redemption Price, the Redemption Date and the mechanics of redemption. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, together with the Preferred Shares of the initiating holder to be redeemed, by a written notice to the Company within fifteen (15) days following the date after delivery of the Redemption Notice indicating its election nor more than ninety (90) calendar days after delivery of the Redemption Notice. The Redemption Notice shall specify (A) the provision of Section 6.1 pursuant to participate in which the redemption will occur; (B) the Redemption Date; (C) the Redemption Price; (D) that on the Redemption Date, if the Holder has not previously elected to convert Preferred Shares into Class A Common Stock, each Preferred Share shall automatically and without further action by the Holder thereof (and whether or not the certificates representing such Preferred Shares are surrendered) be redeemed for the Redemption Price; (E) that payment of the Redemption Price will be made to the Holder within five (5) business days of the Redemption Date to the account specified by such Holder to the Company in writing; (F) that the Holder’s right to elect to convert its Preferred Shares will end at 5:00 p.m. (New York City time) on the third Business Day immediately preceding the Redemption Date; and (G) the number of shares of Class A Common Stock (or, if applicable, the amount of Reference Property) and the amount of cash, if any, that a Holder would receive upon conversion of a Preferred Share if a Holder elects to convert its Preferred Shares prior to the Redemption Date. Notwithstanding the foregoing, the Redemption Notice delivered by the Company under this Section 6.2 in accordance with Section 8.6 shall be redeemed. In conclusively presumed to have been duly given at the event that any holder time set forth therein, whether or not such Holder of Preferred Shares actually receives such notice, and neither the failure of a Holder to actually receive such notice given as aforesaid nor any immaterial defect in such notice shall not have participated in affect the validity of the proceedings for the redemption in accordance with the preceding sentence, such holder of Preferred Share shall nevertheless have the right to require the Company to redeem all or part of the Preferred Shares held by it by initiating redemption pursuant to this Section 5as set forth herein.

Redemption Notice. A In the event that the Corporation shall redeem all shares of this Series, notice of such redemption (the “"Redemption Notice”") by such holder of Preferred Shares shall be given in writing by personal delivery, overnight courier or certified mail, return receipt requested not less than 30 nor more than 60 days prior to the Company stating redemption date, to each holder of the Series A Preferred Stock at his address on the transfer books of the Corporation. Such notice shall be effective upon receipt and shall state: (i) the date on which such redemption shall take place (the Preferred Shares "Redemption Date"); (ii) that all shares in this Series are to be redeemed; (iii) the office of the Corporation where certificates for such shares are to be surrendered; and (iv) that Accrued Preferred Dividends on the shares to be redeemed (will be determined as of and payable on the “Redemption Date”), provided, however, that . On the Redemption Date shall be no earlier than the expiration of thirty (30) days from the date of giving such notice of redemption. Upon receipt of any such request, the Company shall promptly give written notice of the redemption request to each non-requesting holder of record of Preferred Shares stating the existence of such request, the Redemption Price, the Redemption Date and the mechanics of redemption. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, each share of Series A Preferred Stock then outstanding shall be converted, without the necessity of any action by the Board of Directors, into a right to receive 19.7 shares of Common Stock. The redemption ratio set forth in this Section A.5.b. shall be adjusted in the same manner as the Conversion Ratio and Maximum Number are adjusted pursuant to Section A.4.f. From and after the Redemption Date, all rights of a holder of shares of this Series shall cease except for the right, upon surrender of the certificate representing such shares, to receive certificates representing shares of Common Stock for which such shares were redeemed together with the any payment in lieu of a fractional share of Common Stock and of any Accrued Preferred Shares Dividend as contemplated by this Section. Each holder of the initiating holder Series A Preferred Stock shall be deemed to be redeemed, by a written notice to the Company within fifteen (15) days following the date holder of Common Stock on the Redemption Notice indicating its election to participate in the redemption and the number of its Preferred Shares to be redeemedDate. In the event that any holder of Preferred Shares shall not have participated in the redemption in accordance with the preceding sentence, such holder of Preferred Share shall nevertheless have the right to require the Company to redeem all or part of the Preferred Shares held by it by initiating redemption pursuant to this Section 5.c.

Redemption Notice. A Following receipt by the Corporation of written notice from at least a majority (as calculated in accordance with Section 3(a) hereof as if such shares were being voted at a meeting of stockholders) of the then outstanding shares of any series of Redeemable Preferred Stock requesting redemption of all shares of such series of Redeemable Preferred Stock (the a “Redemption NoticeElection”), the Corporation shall notify all holders of Redeemable Preferred Stock within 15 days of its receipt thereof. Any series of Redeemable Preferred Stock may elect thereafter to redeem its Redeemable Preferred Stock contemporaneously with the electing series (but on the terms and conditions set forth for such holder’s series of Redeemable Preferred Stock), by delivering to the Corporation written notice from the holders of at least a majority (as calculated in accordance with Section 3(a) by hereof as if such holder shares were being voted at a meeting of stockholders) of the then outstanding shares of such series of Redeemable Preferred Shares Stock, of notice requesting redemption of all shares of such series of Redeemable Preferred Stock, not later than 30 business days after receipt of the notice from the Corporation of the Redemption Election. For the purposes hereof, notice shall be given in writing deemed to have been delivered upon personal delivery to the Company stating party to be notified or when sent by confirmed electronic mail, telex or facsimile if sent during normal business hours of the date recipient; if not on which the next business day, or five (5) days after having been sent registered or certified mail, return receipt requested, postage prepaid, or one (1) business day after deposit with a national recognized overnight courier, specifying next day delivery, with written verification of receipt, in each case to such party’s address as reflected on the books and records of the Corporation. If more than one series of Redeemable Preferred Shares are Stock elects to be redeemed (at the “Redemption Date”), provided, however, that the Redemption Date shall be no earlier than the expiration of thirty (30) days from the date of giving such notice of redemption. Upon receipt of any such request, the Company shall promptly give written notice of the redemption request to each non-requesting holder of record of Preferred Shares stating the existence of such request, the Redemption Price, the Redemption Date same time and the mechanics of redemption. Each such other holder of Preferred Shares shall Corporation does not have the right to participate in the redemption and require the Company sufficient funds legally available to redeem all or part the applicable shares of Redeemable Preferred Shares held by it at the same Redemption Price and Stock on the same any applicable Redemption Date, together with then the Corporation shall redeem a pro rata portion of each applicable holder’s shares of Redeemable Preferred Shares of Stock on a pari passu basis (calculated based upon the initiating holder to respective amounts which would be redeemed, by a written notice payable to the Company within fifteen (15) days following holders on such Redemption Date if the date of the Redemption Notice indicating its election to participate in the redemption and the number of its Preferred Shares to be redeemed. In the event that any holder of Preferred Shares shall not have participated in the redemption in accordance with the preceding sentence, such holder of Preferred Share shall nevertheless have the right to require the Company Corporation had sufficient funds legally available to redeem in full all or part shares of Redeemable Preferred Stock that should have been redeemed on such date) out of funds legally available therefor and shall redeem the remaining shares of Redeemable Preferred Shares held by it by initiating redemption pursuant to this Section 5Stock that should have been redeemed as soon as practicable after the Corporation has funds legally available therefor on a pari passu basis.

Redemption Notice. (i) Subject to the provisions set forth in this Section 11.01, each Member holding Class B Units (other than, if applicable, USCo) shall be entitled to cause the Company to redeem (a "Class B Unit Redemption") its Class B Units at any time beginning on the later of: (i) the one year anniversary of the Effective Time; and (ii) if such Member has entered into a contractual lock-up agreement in connection with the Public Listing and relating to the shares of Pubco that may be applicable to such Member, the date such lock-up agreement has been waived or terminated as it applies to such Member. For the avoidance of doubt, no Member holding Class B Units (other than, if applicable, USCo) shall be entitled to any Class B Unit Redemption prior to the one year anniversary of the Effective Time. A notice of redemption Member desiring to exercise its Redemption Right (the “"Redeeming Member") shall exercise such right by giving written notice (the "Redemption Notice”") by such holder to the Company with a copy to the Manager and to Pubco. The Redemption Notice shall specify the number of Preferred Shares shall be given Class B Units (the "Redeemed Units"), that the Redeeming Member intends to have the Company redeem and a date (unless and to the extent that the Manager in its sole discretion agrees in writing to the Company stating the date waive such time periods) on which exercise of the Preferred Shares are to Redemption Right shall be redeemed completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “"Redemption Date”"), provided, however, ; provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall be no earlier than transfer and surrender the expiration Redeemed Units to the Company, free and clear of thirty all liens and encumbrances, and (30B) days from the date of giving Company shall transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), provided that, if such notice of redemption. Upon receipt of any such requestUnits are certificated, the Company shall promptly give written notice of the redemption request to each non-requesting holder of record of Preferred Shares stating the existence of such request, the Redemption Price, the Redemption Date and the mechanics of redemption. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, together with the Preferred Shares of the initiating holder to be redeemed, by a written notice issue to the Company within fifteen Redeeming Member a certificate for a number of Class B Units equal to the difference (15if any) days following the date of the Redemption Notice indicating its election to participate in the redemption and between the number of its Preferred Shares to be redeemed. In Class B Units evidenced by the event that any holder of Preferred Shares shall not have participated in certificate surrendered by the redemption in accordance with the preceding sentence, such holder of Preferred Share shall nevertheless have the right to require the Company to redeem all or part of the Preferred Shares held by it by initiating redemption Redeeming Member pursuant to clause (B) of this Section 511.01(a)(i) and the Redeemed Units.

Redemption Notice. (i) Subject to the provisions set forth in this Section 11.01, each Class B Unitholder (other than USCo2) shall be entitled (the “Redemption Right”) to cause the Company to redeem its Class B Units at any time after the Effective Time, unless such Class B Unitholder has entered into a contractual lock- up agreement in connection with the Arrangement Agreement, Floating Share Arrangement Agreement, or otherwise and relating to the shares of Acreage or Pubco that may be applicable to such Class B Unitholder, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Class B Unitholder (the “Redemption”). A Class B Unitholder desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice of redemption (the “Redemption Notice”) to the Company with a copy to the Manager, to Acreage and to Pubco. The Redemption Notice shall specify (i) the number of Class B Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem; provided that the proportion of Redeemed Units subject to a Redemption by such holder of Preferred Shares shall a Redeeming Member must be given 70% Class B Fixed Units and 30% Class B Floating Units; and (ii) a date (unless and to the extent that the Manager in its sole discretion agrees in writing to the Company stating the date waive such time periods) on which exercise of the Preferred Shares are to Redemption Right shall be redeemed completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”), provided, however, ; provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall be no earlier than transfer and surrender the expiration Redeemed Units to the Company, free and clear of thirty all liens and encumbrances, and (30B) days from the date of giving Company shall transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), provided that, if such notice of redemption. Upon receipt of any such requestUnits are certificated, the Company shall promptly give written notice of the redemption request to each non-requesting holder of record of Preferred Shares stating the existence of such request, the Redemption Price, the Redemption Date and the mechanics of redemption. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, together with the Preferred Shares of the initiating holder to be redeemed, by a written notice issue to the Company within fifteen Redeeming Member a certificate for a number of Class B Units equal to the difference (15if any) days following the date of the Redemption Notice indicating its election to participate in the redemption and between the number of its Preferred Shares to be redeemed. In Class B Units evidenced by the event that any holder of Preferred Shares shall not have participated in certificate surrendered by the redemption in accordance with the preceding sentence, such holder of Preferred Share shall nevertheless have the right to require the Company to redeem all or part of the Preferred Shares held by it by initiating redemption Redeeming Member pursuant to clause (B) of this Section 511.01(a)(ii) and the Redeemed Units.

Redemption Notice. A notice In respect of redemption (any Optional Redemption of any Series or Class of Notes to be made out of amounts available for such purposes, the “Indenture Trustee will give a Redemption Notice”) Notice to each Noteholder of the Notes to be redeemed and to each Hedge Provider and Liquidity Facility Provider, provided that the Indenture Trustee shall have been notified in writing by the Issuer or the Administrator in advance of giving any such holder of Preferred Shares shall Redemption Notice whether funds are or will, on the applicable Redemption Date, be available for such Optional Redemption. Such Redemption Notice must be given in writing to at least ten (10) days but not more than sixty (60) days before such Redemption Date. Each Redemption Notice must state (i) the Company stating applicable Redemption Date, (ii) the date on Notes being redeemed (which may be some or all of a Series or Class, as permitted by Section 3.12 and any applicable Series Supplement) and, if applicable, the Preferred Shares are portion of the Outstanding Principal Balance of such Notes that is to be redeemed (and in respect thereof, the “Redemption Price (less an amount equal to any portion thereof payable to the applicable Hedge Provider) will be distributed to the Noteholders of the applicable Notes pro rata in the same manner as partial repayments of principal on the Notes made pursuant to the Flow of Funds and the Indenture Trustee’s notice shall contain information to that effect), (iii) the Indenture Trustee’s arrangements for making payments due on the Redemption Date”), provided(iv) the Redemption Price of the Notes to be redeemed, howeverincluding a description of the portion thereof, if applicable, that is payable to the applicable Hedge Provider, (v) for an Optional Redemption of an entire Class or Series of Notes or of all Outstanding Notes, that the Redemption Date shall Notes to be no earlier than the expiration of thirty redeemed must be surrendered (30) days from the date of giving such notice of redemption. Upon receipt of which action may be taken by any such request, the Company shall promptly give written notice Noteholder of the redemption request Notes or its authorized agent) to each non-requesting holder the Indenture Trustee to collect the Redemption Price on such Notes (less an amount equal to any portion thereof payable to the applicable Hedge Provider), and (vi) that, unless the Issuer defaults in the payment of record of Preferred Shares stating the existence of such request, the Redemption Price, if any, interest on the portion of the Outstanding Principal Balance of the Notes called for redemption will cease to accrue on and after the Redemption Date and the mechanics of redemption. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, together with the Preferred Shares of the initiating holder to be redeemed, by a written notice to the Company within fifteen (15) days following the date of the Redemption Notice indicating its election to participate in the redemption and the number of its Preferred Shares to be redeemed. In the event that any holder of Preferred Shares shall not have participated in the redemption in accordance with the preceding sentence, such holder of Preferred Share shall nevertheless have the right to require the Company to redeem all or part of the Preferred Shares held by it by initiating redemption pursuant to this Section 5.

Redemption Notice. (i) Subject to the provisions set forth in this Section 11.01, each Member (other than the Corporation) shall be entitled to cause the Company to redeem (a “Redemption”) its Common Units (the “Redemption Right”) at any time beginning on the earlier of (A) 180 days after the Effective Time or (B) if such Member has entered into a contractual lock-up agreement with the underwriters in connection with the IPO and relating to the shares of the Corporation that may be applicable to such Member, the date such lock-up agreement has been waived or terminated as it applies to such Member. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice of redemption (the “Redemption Notice”) by such holder to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Preferred Shares shall be given Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date (unless and to the extent that the Manager in its sole discretion agrees in writing to the Company stating the date waive such time periods) on which exercise of the Preferred Shares are to Redemption Right shall be redeemed completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”), provided, however, ; provided that (x) the Redemption Date shall be no earlier than the expiration of thirty (30) days from the date of giving such notice of redemption. Upon receipt of any such request, the Company shall promptly give written notice of the redemption request to each non-requesting holder of record of Preferred Shares stating the existence of such request, the Redemption Priceoccurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Corporation and the mechanics of redemption. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, together with the Preferred Shares of the initiating holder to be redeemed, by a written notice to the Company within fifteen (15) days following the date of the Redemption Notice indicating its election to participate in the redemption and Redeeming Member may change the number of its Preferred Shares Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that a Redemption Notice may be conditioned on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be redeemed. In effective immediately prior to the event that any holder close of Preferred Shares business on the Redemption Date) (A) the Redeeming Member shall not have participated in transfer and surrender the redemption in accordance with Redeemed Units to the preceding sentenceCompany, such holder free and clear of Preferred Share shall nevertheless have the right to require all liens and encumbrances, and (B) the Company shall (x) cancel the Redeemed Units, (y) transfer to redeem all or part the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), and (z), if the Units are certificated, issue to the Redeeming Member a certificate for a number of Common Units equal to the Preferred Shares held difference (if any) between the number of Common Units evidenced by it the certificate surrendered by initiating redemption the Redeeming Member pursuant to clause (B) of this Section 511.01(a)(i) and the Redeemed Units.

Redemption Notice. A notice Prepayments of the Project Notes and corresponding redemption (of the “Redemption Notice”) by such holder of Preferred Shares Project Bonds, or any portion thereof, shall be given in writing made only upon ten (10) days’ prior, irrevocable written notice from the Borrower to the Company stating Issuer and the date on which Holders, specifying (a) such prepayment date, (b) the Preferred Shares are aggregate principal amount of Project Notes to be prepaid and the corresponding amount of Project Bonds to be redeemed on such date and (c) the “Redemption Date”)principal amount of Project Notes to be prepaid and the corresponding amount of Project Bonds to be redeemed on such date which are held by such Holder. Notice of optional prepayment of the Project Notes and corresponding redemption of Project Bonds having been given as aforesaid, providedthe principal amount of such Project Notes and corresponding Project Bonds, however, that the Redemption Date shall be no earlier than the expiration of thirty (30) days from together with interest thereon to the date of giving set for prepayment and redemption, and together with the Yield- Maintenance Amount, if any, with respect thereto, shall become due and payable on such notice of redemptionprepayment and redemption date. Upon receipt of any such requestThe Borrower shall, on or before the Company shall promptly give written day on which it gives notice of the redemption request principal amount of the Project Notes and corresponding Project Bonds to be prepaid and redeemed and the prepayment date to each non-requesting holder of record of Preferred Shares stating Holder, shall give telephonic notice to each Holder which shall have designated a recipient for such notice by writing delivered to the existence of such request, Borrower not less than twenty (20) days prior to the Redemption Price, the Redemption Date date set for prepayment and the mechanics of redemption. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, together with the Preferred Shares of the initiating holder to be redeemed, by a written notice to the Company within fifteen (15) days following the date of the Redemption Notice indicating its election to participate in the redemption and the number of its Preferred Shares to be redeemed. In the event that any holder of Preferred Shares shall not have participated in the redemption in accordance with the preceding sentence, such holder of Preferred Share shall nevertheless have the right to require the Company to redeem all or part of the Preferred Shares held by it by initiating redemption pursuant to this Section 5.END OF ARTICLE VIII

Redemption Notice. (i) Subject to the provisions set forth in this Section 11.01, each Member (other than the Corporation) shall be entitled to cause the Company to redeem (a “Redemption”) its Common Units (the “Redemption Right”) at any time beginning on the date of the closing of the IPO. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice of redemption (the “Redemption Notice”) by such holder to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Preferred Shares shall be given Common Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date (unless and to the extent that the Manager in its sole discretion agrees in writing to the Company stating the date waive such time periods) on which exercise of the Preferred Shares are to Redemption Right shall be redeemed completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”), provided, however, ; provided that (x) the Redemption Date shall be no earlier than the expiration of thirty (30) days from the date of giving such notice of redemption. Upon receipt of any such request, the Company shall promptly give written notice of the redemption request to each non-requesting holder of record of Preferred Shares stating the existence of such request, the Redemption Priceoccurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Corporation and the mechanics of redemption. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, together with the Preferred Shares of the initiating holder to be redeemed, by a written notice to the Company within fifteen (15) days following the date of the Redemption Notice indicating its election to participate in the redemption and Redeeming Member may change the number of its Preferred Shares Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that a Redemption Notice may be conditioned on the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be redeemed. In effective immediately prior to the event that any holder close of Preferred Shares business on the Redemption Date) (A) the Redeeming Member shall not have participated in transfer and surrender the redemption in accordance with Redeemed Units to the preceding sentenceCompany, such holder free and clear of Preferred Share shall nevertheless have the right to require all liens and encumbrances, and (B) the Company shall (x) cancel the Redeemed Units, (y) transfer to redeem all or part the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), and (z), if the Units are certificated, issue to the Redeeming Member a certificate for a number of Common Units equal to the Preferred Shares held difference (if any) between the number of Common Units evidenced by it the certificate surrendered by initiating redemption the Redeeming Member pursuant to clause (B) of this Section 511.01(a)(i) and the Redeemed Units.

Redemption Notice. (i) Subject to the provisions set forth in this Section 11.01, each Member holding Common Units (other than the PC Corp) shall be entitled to cause the Company to redeem (a “Common Unit Redemption”) its Common Units unless such Member has entered into a contractual lock-up agreement in connection with the Public Listing and relating to the shares of Pubco that may be applicable to such Member, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Member. A Member desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice of redemption (the “Redemption Notice”) by such holder to the Company with a copy to the Manager and to PC Corp. The Redemption Notice shall specify the number of Preferred Shares shall be given Common Units (the “Redeemed Units”), that the Redeeming Member intends to have the Company redeem and a date (unless and to the extent that the Manager in its sole discretion agrees in writing to the Company stating the date waive such time periods) on which exercise of the Preferred Shares are to Redemption Right shall be redeemed completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”), provided, however, ; provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager, PC Corp and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall be no earlier than transfer and surrender the expiration Redeemed Units to the Company, free and clear of thirty all liens and encumbrances, and (30B) days from the date of giving Company shall transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), provided that, if such notice of redemption. Upon receipt of any such requestUnits are certificated, the Company shall promptly give written notice of the redemption request to each non-requesting holder of record of Preferred Shares stating the existence of such request, the Redemption Price, the Redemption Date and the mechanics of redemption. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, together with the Preferred Shares of the initiating holder to be redeemed, by a written notice issue to the Company within fifteen Redeeming Member a certificate for a number of Common Units equal to the difference (15if any) days following the date of the Redemption Notice indicating its election to participate in the redemption and between the number of its Preferred Shares to be redeemed. In Common Units evidenced by the event that any holder of Preferred Shares shall not have participated in certificate surrendered by the redemption in accordance with the preceding sentence, such holder of Preferred Share shall nevertheless have the right to require the Company to redeem all or part of the Preferred Shares held by it by initiating redemption Redeeming Member pursuant to clause (B) of this Section 511.01(a)(i) and the Redeemed Units.

Redemption Notice. (i) Subject to the provisions set forth in this Section 11.01, each Class B Unitholder (other than USCo2) shall be entitled (the “Redemption Right”) to cause the Company to redeem its Class B Units at any time after the Effective Time, unless such Class B Unitholder has entered into a contractual lock-up agreement in connection with the Arrangement Agreement or otherwise and relating to the shares of Acreage or Pubco that may be applicable to such Class B Unitholder, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Class B Unitholder (the “Redemption”). A Class B Unitholder desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice of redemption (the “Redemption Notice”) to the Company with a copy to the Manager, to Acreage and to Pubco. The Redemption Notice shall specify (i) the number of Class B Units (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem; provided that the proportion of Redeemed Units subject to a Redemption by such holder of Preferred Shares shall a Redeeming Member must be given 70% Class B Fixed Units and 30% Class B Floating Units; and (ii) a date (unless and to the extent that the Manager in its sole discretion agrees in writing to the Company stating the date waive such time periods) on which exercise of the Preferred Shares are to Redemption Right shall be redeemed completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”), provided, however, ; provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall be no earlier than transfer and surrender the expiration Redeemed Units to the Company, free and clear of thirty all liens and encumbrances, and (30B) days from the date of giving Company shall transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), provided that, if such notice of redemption. Upon receipt of any such requestUnits are certificated, the Company shall promptly give written notice of the redemption request to each non-requesting holder of record of Preferred Shares stating the existence of such request, the Redemption Price, the Redemption Date and the mechanics of redemption. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, together with the Preferred Shares of the initiating holder to be redeemed, by a written notice issue to the Company within fifteen Redeeming Member a certificate for a number of Class B Units equal to the difference (15if any) days following the date of the Redemption Notice indicating its election to participate in the redemption and between the number of its Preferred Shares to be redeemed. In Class B Units evidenced by the event that any holder of Preferred Shares shall not have participated in certificate surrendered by the redemption in accordance with the preceding sentence, such holder of Preferred Share shall nevertheless have the right to require the Company to redeem all or part of the Preferred Shares held by it by initiating redemption Redeeming Member pursuant to clause (B) of this Section 511.01(a)(ii) and the Redeemed Units.

Redemption Notice. (i) Subject to the provisions set forth in this Section 11.01, each Class B Unitholder (other than USCo2) shall be entitled (the “Redemption Right”) to cause the Company to redeem its Class B Units at any time after the Effective Time, unless such Class B Unitholder has entered into a contractual lock-up agreement in connection with the Arrangement Agreement or otherwise and relating to the shares of Pubco that may be applicable to such Class B Unitholder, and then beginning on the date such lock-up agreement has been waived or terminated as it applies to such Class B Unitholder (the “Redemption”). A Class B Unitholder desiring to exercise its Redemption Right (the “Redeeming Member”) shall exercise such right by giving written notice of redemption (the “Redemption Notice”) by such holder to the Company with a copy to the Manager, to Acreage and to Pubco. The Redemption Notice shall specify the number of Preferred Shares shall be given Class B Units (the “Redeemed Units”), that the Redeeming Member intends to have the Company redeem and a date (unless and to the extent that the Manager in its sole discretion agrees in writing to the Company stating the date waive such time periods) on which exercise of the Preferred Shares are to Redemption Right shall be redeemed completed, which complies with the requirements set forth in Section 11.01(a)(ii) (the “Redemption Date”), provided, however, ; provided that (x) if the Redemption Date occurs in a Restricted Taxable Year, the Redemption Date must be a date that satisfies the conditions of Section 11.01(a)(ii), and (y) the Company, the Manager and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them. Unless the Redeeming Member has revoked or delayed a Redemption as provided in Section 11.01(c), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date) (A) the Redeeming Member shall be no earlier than transfer and surrender the expiration Redeemed Units to the Company, free and clear of thirty all liens and encumbrances, and (30B) days from the date of giving Company shall transfer to the Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), provided that, if such notice of redemption. Upon receipt of any such requestUnits are certificated, the Company shall promptly give written notice of the redemption request to each non-requesting holder of record of Preferred Shares stating the existence of such request, the Redemption Price, the Redemption Date and the mechanics of redemption. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, together with the Preferred Shares of the initiating holder to be redeemed, by a written notice issue to the Company within fifteen Redeeming LEGAL\41134311\10 Member a certificate for a number of Class B Units equal to the difference (15if any) days following the date of the Redemption Notice indicating its election to participate in the redemption and between the number of its Preferred Shares to be redeemed. In Class B Units evidenced by the event that any holder of Preferred Shares shall not have participated in certificate surrendered by the redemption in accordance with the preceding sentence, such holder of Preferred Share shall nevertheless have the right to require the Company to redeem all or part of the Preferred Shares held by it by initiating redemption Redeeming Member pursuant to clause (B) of this Section 511.01(a)(i) and the Redeemed Units.

Redemption Notice. Subject to the provisions set forth in this Section 11.01, each Member (other than the Corporation) shall be entitled to cause the Company to redeem (a “Redemption”) its Common Units, other than any Excluded Unit (the “Redemption Right”), at any time beginning 180 days after the First A&R Effective Time. A Member desiring to exercise its Redemption Right (the “Redeeming Member”), shall exercise such right by giving written notice of redemption (the “Redemption Notice”) by to the Company with a copy to the Corporation. The Redemption Notice shall specify the number of Common Units (including Equitized Units) (the “Redeemed Units”) that the Redeeming Member intends to have the Company redeem and a date, not less than seven (7) Business Days nor more than ten (10) Business Days after delivery of such holder of Preferred Shares shall be given Redemption Notice (unless and to the extent that the Manager in its sole discretion agrees in writing to the Company stating the date waive such time periods), on which exercise of the Preferred Shares are to Redemption Right shall be redeemed completed (the “Redemption Date”); provided that the Company, provided, however, that the Corporation and the Redeeming Member may change the number of Redeemed Units and/or the Redemption Date specified in such Redemption Notice to another number and/or date by mutual agreement signed in writing by each of them; provided further that, at the election of the Redeeming Member, a Redemption Notice may be conditioned on (x) the Redeeming Member having entered into a valid and binding agreement with a third party for the sale of shares of Class A Common Stock that may be issued in connection with such proposed Redemption (whether in a tender or exchange offer, private sale or otherwise) and such agreement is subject to customary closing conditions for agreements of this kind and the delivery of the Class A Common Stock by the Redeeming Member to such third party, (y) the closing of an announced merger, consolidation or other transaction in which the shares of Class A Common Stock that may be issued in connection with such proposed Redemption would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property and/or (z) the closing of an underwritten distribution of the shares of Class A Common Stock that may be issued in connection with such proposed Redemption. Unless the Redeeming Member timely has delivered a Retraction Notice as provided in Section 11.01(b) or has revoked or delayed a Redemption as provided in Section 11.01(b), on the Redemption Date (to be effective immediately prior to the close of business on the Redemption Date): (A) the Redeeming Member shall be no earlier than transfer and surrender the expiration Redeemed Units and surrender any certificates representing the Redeemed Units duly endorsed in blank, free and clear of thirty all liens and encumbrances, in each case, to the Company, and (30B) days from the date of giving such notice of redemption. Upon receipt of any such request, the Company shall promptly give written notice of (x) cancel the redemption request to each non-requesting holder of record of Preferred Shares stating Redeemed Units and any certificates representing the existence of such requestRedeemed Units, the Redemption Price, the Redemption Date and the mechanics of redemption. Each such other holder of Preferred Shares shall have the right to participate in the redemption and require the Company to redeem all or part the Preferred Shares held by it at the same Redemption Price and on the same Redemption Date, together with the Preferred Shares of the initiating holder to be redeemed, by a written notice (y) transfer to the Company within fifteen Redeeming Member the consideration to which the Redeeming Member is entitled under Section 11.01(b), and (15z) days following if the date Redeemed Units are certificated, issue to the Redeeming Member a certificate representing a number of Common Units equal to the Redemption Notice indicating its election to participate in the redemption and difference (if any) between the number of its Preferred Shares to be redeemed. In Common Units represented by the event that any holder of Preferred Shares shall not have participated in certificate surrendered by the redemption in accordance with the preceding sentence, such holder of Preferred Share shall nevertheless have the right to require the Company to redeem all or part of the Preferred Shares held by it by initiating redemption Redeeming Member pursuant to clause (A) of this Section 511.01(a) and the Redeemed Units.