EFTA01384987.pdf

subject to the rights of any person or entity to purchase such shares from the trust that we establish by an agreement entered into prior to the date the shares are transferred to the trust. Upon such sale, the interest of the charitable beneficiary in the shares sold shall terminate and the trustee must distribute the net proceeds of the sale to the prohibited owner in an amount equal to the lesser of: (a) the price paid by the prohibited owner for the shares (or, if the prohibited owner did not give value for the shares in connection with the transfer or other event that resulted in the transfer to the trust (e.g., a gift, devise or other such transaction), the market price of such shares on the day of the transfer or other event that resulted in the transfer of such shares to the trust), as determined under our charter, and (b) the price per share received by the trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares held in trust. The trustee may reduce the amount payable to the prohibited owner by the amount of any dividends or other distributions which have been paid to the prohibited owner and are owed by the prohibited owner to the trustee. Any net sales proceeds in excess of the amount payable to the prohibited owner will be immediately paid to the charitable beneficiary. In addition, if prior to discovery by us that shares of our stock have been transferred to the trust, such shares of stock are sold by a prohibited owner, then such shares shall be deemed to have been sold on behalf of the trust and, to the extent that the prohibited owner received an amount for such shares that exceeds the amount that such prohibited owner was entitled to receive, such excess amount shall be paid to the trustee upon demand. The prohibited owner has no rights in the shares held by the trustee. The trustee will be appointed by us and will be unaffiliated with us and with any prohibited owner. Prior to the sale of any shares by the trust, the trustee will receive, in trust for the charitable beneficiary, all dividends and other distributions paid by us with respect to such shares and may also exercise all voting rights with respect to such shares for the exclusive benefit of the charitable beneficiary. Subject to Maryland law, effective as of the date that the shares have been transferred to the trust, the trustee shall have the authority, at the trustee's sole and absolute discretion: • to rescind as void any vote cast by a prohibited owner prior to our discovery that the shares of stock have been transferred to the trustee; and • to recast the vote in accordance with the desires of the trustee acting for the benefit of the beneficiary of the trust. However, if we have already taken irreversible corporate action, then the trustee will not have the authority to rescind and recast the vote. If our Board of Directors determines that a proposed transfer or other event has taken place that would violate, or that a person or entity intends to acquire or has attempted to acquire beneficial or constructive ownership of any shares or our stock in violation of, the restrictions on ownership and transfer of our stock set forth in our charter (whether or not such violation is intended), our Board of Directors shall take such action as it deems advisable to refuse to give effect to or to prevent such transfer or other event, or otherwise prevent such violation, including, without limitation, causing us to redeem shares of stock, refusing to give effect to the transfer or other event on our books or instituting proceedings to enjoin the transfer or other event. Following the end of each REIT taxable year, each owner of 5% or more (or such lower percentage as required by the Code or the US. Treasury Department regulations promulgated thereunder) of the outstanding shares of any class or series of our stock, upon request, must give written notice to us stating the name and address of such owner, the number of shares of each class and series of our stock that the owner beneficially owns and a description of the manner in which the shares are held. Each such owner also must provide us with any additional information that we request in order to determine the effect, if any, of the person's beneficial ownership on our qualification as a 192 CONFIDENTIAL - PURSUANT TO FED. R. CRIM P 6(e) DI3-SDNY-0085755 CONFIDENTIAL SDNY_GM_00231939 EFTA01384987