Common use of Form of Election Clause in Contracts

Form of Election. to Purchase and related Certificate duly executed. The Purchase Price shall be paid, at the election of the holder, in cash or shares of Common Stock of the Company having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of _______________, _____, based on the Common Stock as constituted at such date. The Corporation reserves the right to require prior to the occurrence of a Triggering Event (as such term is defined in the Rights Agreement) that upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Common Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Associate or Affiliate or any such Person (as such terms are defined in the Rights Agreement), (ii) a transferee of an Acquiring Person or its Associate or Affiliate who becomes a transferee after such Acquiring Person or its Associate or Affiliate becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an Acquiring Person or its Associate or Affiliate who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Flip-in Event. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Common Stock or other securities, which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder to

Form of Election. (a) As promptly as practicable following the date of this Agreement, Buyer shall prepare a form of election, which form shall be reasonably acceptable to Purchase and related Certificate duly executedTarget, as the general partner of Target Operating Partnership (the "Form of Election"). The Purchase Price Form of Election may be used by each holder of Target OP Units to affirmatively designate such holder's election to exchange all, but not less than all, of such holders' Target OP Units for (i) Preferred Units or (ii) Continuing Units, in each case, in lieu of the Partnership Merger Consideration. (b) If Buyer delivers an Election Notice to Target pursuant to Section 2.2(b) stating its intention to effect the OP Merger pursuant to the Election, then concurrently with the mailing of the Proxy Statement to Target's stockholders, Buyer shall mail Forms of Election to each holder of Target OP Units, together with any other materials that Target and Buyer mutually determine to be necessary or prudent. Any such holder's election to receive either Preferred Units or Continuing Units shall be paideffective only if a properly executed Form of Election is received by Buyer prior to 5:00 p.m. (New York City time), at on the election Business Day preceding the Stockholders Meeting. If a holder of Target OP Units fails to return a duly completed Form of Election within the holder, in cash or shares of Common Stock of the Company having an equivalent value. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth time period specified above, and the Purchase Price per share set forth above, are the number and Purchase Price as of _______________, _____, based on the Common Stock as constituted at such date. The Corporation reserves holder shall be deemed to have elected to convert each such holder's Target OP Units into the right to require prior to receive the occurrence of a Triggering Event (as such term is defined Partnership Merger Consideration upon the conversion thereof in the Rights Agreement) OP Merger. The reasonable determination of Buyer shall be binding as to whether or not elections to receive Preferred Units or Continuing Units have been properly made. If Buyer determines that any election to receive Preferred Units or Continuing Units, as applicable, was not properly made, the Target OP Units with respect to which such election was not properly made shall be converted into the Partnership Merger Consideration upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Common Stock would be issued. Upon the occurrence of a Flip-in Event (as such term is defined conversion thereof in the Rights OP Merger. Buyer and Target by mutual agreement shall have the right to make rules, not inconsistent with the terms of this Agreement), if governing the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person validity of Forms of Election and the issuance of Preferred Units or an Associate or Affiliate or any such Person (Continuing Units, as such terms are defined applicable, in the Rights Agreement)OP Merger. (c) Each holder of Target OP Units, (ii) as a transferee of an Acquiring Person or its Associate or Affiliate who becomes condition to making a transferee after such Acquiring Person or its Associate or Affiliate becomes such, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of an Acquiring Person or its Associate or Affiliate who becomes a transferee prior to or concurrently with the Acquiring Person becoming such, such Rights shall become null and void and no holder hereof shall have any right valid Election with respect to such Rights from holder's Target OP Units, shall (i) represent to Buyer that such holder is an "accredited investor" (within the meaning of Rule 501 of Regulation D promulgated under the Securities Act) and after (ii) agree to be bound by the occurrence terms of such Flip-the limited partnership agreement of the Surviving Partnership as it will be in Event. As provided effect immediately following the Partnership Merger Effective Time (which agreement shall incorporate the terms of the Preferred Units). (d) Target agrees to reasonably cooperate with Buyer in the Rights Agreement, the Purchase Price and the number and kind of shares of Common Stock preparing any disclosure statement or other securities, which may be purchased upon information to accompany the exercise Form of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events (as such term is defined in the Rights Agreement). This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Corporation and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available upon written request to the Rights Agent. This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Common Stock as the Rights evidenced by the Rights Certificate or Rights Certificates surrendered shall have entitled such holder toElection.