Redemption clause samples

Q: Will I still be entitled to distributions after I submit a request for redemption? A: Yes.You will continue to receive distributions with respect to the common shares that are subject to a redemption request between the time you make such redemption request and the effective date of the redemption. However, if you redeem your shares during the Introductory Period, those distributions will be credited against the redemption price otherwise payable to you such that your redemption price will be no greater than your original investment.

Q: Will I have the opportunity to redeem my common shares? A: Yes. While you should view this investment as long-term, we have adopted a redemption plan whereby, on a quarterly basis, an investor may obtain liquidity. The Manager has designed our redemption plan with a view towards providing investors with an initial period with which to decide whether a long-term investment in the Company is right for them. In addition, despite the illiquid nature of the assets expected to be held by the Company, the Manager believes it is best to provide the opportunity for quarterly liquidity in the event shareholders need it in the form of a discounted redemption price prior to year 5, which economic benefit indirectly accrues to shareholders who have not requested redemption. Neither the Manager nor our sponsor receives any economic benefit as a result of the discounted redemption price through year 5.

• If a redemption request is received after 4:00 p.m. (Eastern time) on the second to last business day of the applicable month, the purchase order will be executed, if at all, on the next month’s Redemption Date at the transaction price applicable to that month (subject to any Early Redemption Deduction or Transition Deduction), unless such request is withdrawn prior to the redemption. Redemption requests received and processed by our transfer agent on a business day, but after the close of business on that day or on a day that is not a business day, will be deemed received on the next business day.

(a) Term Redemption. The Fund shall redeem all Term Preferred Shares of a Series on the Term Redemption Date for such Series at a price per share equal to the Liquidation Preference for such Series plus an amount equal to all unpaid dividends and other distributions on such Term Preferred Shares accumulated from and including the Date of Original Issue to (but excluding) the Term Redemption Date for such Series (whether or not earned or declared by the Fund, but without interest thereon (the “Term Redemption Price”) out of funds legally available for such payment and to the extent permitted by any Financing Arrangement in effect on such date.

225% (provided, however, that if there is no such minimum number of Term Preferred Shares and other Preferred Shares the redemption or retirement of which would have such result, all Term Preferred Shares and other Preferred Shares then outstanding shall be redeemed), and (y)the maximum number of Preferred Shares that can be redeemed out of funds expected to be legally available therefor in accordance with the Declaration and applicable law and to the extent permitted by any Financing Arrangement in effect on such date. The Fund shall deliver the Notice of Redemption (as defined below) and make an Irrevocable Deposit to redeem such Preferred Shares no later than the thirtieth (30th) calendar day following such Asset Coverage Cure Date, except that if the Fund does not have funds legally available for the redemption of all of the required number of Term Preferred Shares and other Preferred Shares which have been designated to be redeemed on or prior to the thirtieth (30th) calendar day following such Asset Coverage Cure Date, the Fund shall (i)deliver a Notice of Redemption and make an Irrevocable Deposit to redeem those Term Preferred Shares and other Preferred Shares for which it does have sufficient funds legally available and (ii)deliver a Notice of Redemption and make an Irrevocable Deposit to redeem those Term Preferred Shares and other Preferred Shares for which it did not have sufficient funds on the earliest practicable date on which it is able to effect such redemption. If fewer than all of the Outstanding Term Preferred Shares of a Series are to be redeemed pursuant to this Section2.5(b), the number of Term Preferred Shares of such Series to be redeemed from the respective Holders shall be determined (A)pro rata among the Outstanding shares of such Series of Term Preferred Shares, (B)by lot or (C)in such other manner as the Board of Trustees may determine to be fair and equitable, in each case, in accordance with the 1940 Act; provided, in each such case, that such method of redemption as set forth in this Section2.5(b)(iii) shall be subject to any applicable procedures established by the Securities Depository.

where the certificate(s) for such shares (properly endorsed or assigned for transfer, if the Board of Trustees requires and the Notice of Redemption states) are to be surrendered for payment of the Redemption Price; (F)that dividends on the Term Preferred Shares to be redeemed will cease to accumulate from and after such Redemption Date; and (G)the provisions of this Supplement under which such redemption is made. If fewer than all Term Preferred Shares held by any Holder are to be redeemed, the Notice of Redemption delivered to such Holder shall also specify the number of Term Preferred Shares to be redeemed from such Holder or the method of determining such number. The Fund may provide in any Notice of Redemption relating to an optional redemption contemplated to be effected pursuant to Section2.5(c) of this Supplement that such redemption is subject to one or more conditions precedent and that the Fund shall not be required to effect such redemption unless each such condition has been satisfied at the time or times and in the manner specified in such Notice of Redemption. No defect in the Notice of Redemption or delivery thereof shall affect the validity of redemption proceedings, except as required by applicable law.

(v) To the extent that any redemption for which a Notice of Redemption has been provided is not made (A)by reason of the absence of legally available funds therefor in accordance with the Declaration, this Supplement and applicable law or (B)pursuant to the terms and conditions of any Financing Arrangement in effect on the date on which such redemption is scheduled, such redemption shall be made as soon as practicable to the extent such funds become available or as permitted by such Financing Arrangement. No Redemption Default shall be deemed to have occurred if the Fund shall fail to deposit in trust with the Redemption and Paying Agent Deposit Securities having an aggregate Market Value on the date thereof of no less than the Redemption Price with respect to any shares where (1)the Notice of Redemption relating to such redemption provided that such redemption was subject to one or more conditions precedent and (2)any such condition precedent shall not have been satisfied at the time or times and in the manner specified in such Notice of Redemption. Notwithstanding the fact that a Notice of Redemption has been provided with respect to any Term Preferred Shares, dividends shall be declared and paid on such Term Preferred Shares in accordance with their terms regardless of whether Deposit Securities for the payment of the Redemption Price of such Term Preferred Shares shall have been deposited in trust with the Redemption and Paying Agent for that purpose.

(a)Term Redemption.The Fund shall redeem all Term Preferred Shares of a Series on the Term Redemption Date for such Series of Term Preferred Shares, at a price per share equal to the Liquidation Preference of such Series of Term Preferred Shares plus an amount equal to all unpaid dividends and other distributions on such share of such Series of Term Preferred Shares accumulated from and including the Date of Original Issue to (but excluding) the Term Redemption Date for such Series of Term Preferred Shares (whether or not earned or declared by the Fund, but without interest thereon) (the “Term Redemption Price”).

Our share redemption program may provide eligible stockholders with limited, interim liquidity by enabling them to present for redemption all or any portion of their shares of our common stock in accordance with the procedures outlined below, subject to certain conditions and limitations described below and applicable law. At the time that a stockholder submits a request for redemption, we may, subject to the conditions and limitations described below, redeem the shares of our common stock presented for redemption for cash to the extent that we have sufficient funds available to fund such redemption. There is no fee in connection with a redemption of shares of our common stock. The share redemption program will be immediately terminated if our shares of common stock are listed on a national securities exchange or if a secondary market is otherwise established.

before November1. Generally, the offering price per share would equal the transaction price of the applicable class as of the last calendar day of September, plus applicable upfront selling commissions and dealer manager fees. If accepted, your subscription would be effective on the first calendar day of November. Conversely, if you wish to submit your shares for redemption in October, your redemption request and required documentation must be received in good order by 4:00p.m. (Eastern time) on the second to last business day of October. If accepted, your shares would be redeemed as of the last calendar day of October and, generally, the redemption price would equal the transaction price of the applicable class as of the last calendar day of September, subject to reduction, with respect to the ClassW and ClassI Redemption Program, for early redemption. In each of these cases, the NAV that is ultimately determined as of the last day of October may be higher or lower than the NAV as of the last day of September used for determining the transaction price. Therefore, the price at which you purchase shares may be higher than the current NAV per share at the time of sale and the price at which you redeem shares may be lower than the current NAV per share at the time of redemption.

• If a redemption request is received after 4:00p.m. (Eastern time) on the second to last business day of the applicable month, the purchase order will be executed, if at all, on the next month's Redemption Date at the transaction price applicable to that month (subject to any Early Redemption Deduction with respect to our share redemption program applicable to ClassW and ClassI shares), unless such request is withdrawn prior to the redemption. Redemption requests received and processed by our transfer agent on a business day, but after the close of business on that day or on a day that is not a business day, will be deemed received on the next business day. • Redemption requests may be made by mail or by contacting your financial intermediary, both subject to certain conditions described in this prospectus. If making a redemption request by contacting your financial intermediary, your financial intermediary may require you to provide certain documentation or information. If making a redemption request by mail to the transfer agent, you must complete and sign a redemption authorization form, which is available on our website. Written requests should be sent to the transfer agent at the following address: For regular mail: For overnight deliveries: DST Systems,Inc. DST Systems,Inc. PO Box219079 430 West 7thStreet, Suite219079 Kansas City, Missouri 64121-9079 Kansas City, Missouri 64105 Toll Free Number: (888)310-9352 Corporate investors and other non-individual entities must have an appropriate certification on file authorizing redemptions. A signature guarantee may be required.

(ii)Dividend Default Mandatory Redemption. If a Dividend Default occurs with respect to any Series of VMTP Shares as provided in Section2.2(g) and such Dividend Default is not cured as of the Dividend Default Cure Date, the Fund shall, to the extent permitted by the 1940 Act and Delaware law, by the close of business on the Business Day next following such Dividend Default Cure Date, cause a notice of redemption to be issued for all such outstanding Series of VMTP Shares, in accordance with the terms of such Series of VMTP Shares. In addition, in accordance with the terms of the Series of VMTP Shares being redeemed, the Fund shall cause to be deposited Deposit Securities or other sufficient funds in trust with the Redemption and Paying Agent or other applicable paying agent, in an amount equal to the Mandatory Redemption Price for all such outstanding VMTP Shares. Notwithstanding anything to the contrary contained herein, the Fund may cure a Dividend Default on or before the Dividend Default Cure Date, in accordance with the terms of this Section2.5(b)(ii), no more than once during any twelve month period.

The Fund may pay all or a portion of your redemption proceeds by giving you securities (for example, if the Fund reasonably believes that a cash redemption may have a substantial impact on the Fund and its remaining shareholders). You may pay transaction costs to dispose of the securities, and you may receive less for them than the price at which they were valued for purposes of the redemption. In addition, you will be subject to the market risks associated with such securities until such time as you choose to dispose of the security.

Holders of shares of the Series A Preferred Stock are not entitled to any distribution, whether payable in cash, property or shares of capital stock, in excess of full cumulative dividends on the Series A Preferred Stock as described above; however, if we fail to redeem or call for redemption the Series A Preferred Stock pursuant to the mandatory redemption required on April [●], 2026, the dividend rate on the Series A Preferred Stock will increase by 3.0% per share per annum to [●]%, until such shares are redeemed or called for redemption. Any dividend payment made on the Series A Preferred Stock will first be credited against the earliest accumulated but unpaid dividends on the Series A Preferred Stock will accumulate as of the dividend payment date on which they first become payable.

(a) Holders of shares of the Series A Term Preferred Stock are entitled to receive, when and as authorized by the Board of Directors (or a duly authorized committee thereof) and declared by the Corporation, out of funds legally available for the payment of dividends, preferential cumulative cash dividends at the rate of [•]%per annum of the $25.00 liquidation preference per share (equivalent to a fixed annual amount of $[•] per share);provided,however, that if the Corporation fails to redeem or call for redemption all shares of Series A Term Preferred Stock on the Term Redemption Date (as defined in Section5(b)), the dividend rate on the Series A Term Preferred Stock shall increase by 3.0%per share per annum to [•]% until such shares of Series A Term Preferred Stock are redeemed or called for redemption. Dividends on the Series A Term Preferred Stock shall be cumulative from (but excluding) the date of original issue and shall be payable quarterly in arrears on or before the [•] day of each of [•],[•],[•] and [•] (each, a“Dividend Payment Date”) or, if such date is not a Business Day (as defined below), on the immediately succeeding Business Day or on such later date as designated by the Board of Directors, with the same force and effect as if paid on such date. Any dividend payable on the Series A Term Preferred Stock for any partial dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the Corporation’s stock records for the Series A Term Preferred Stock at the close of business on the applicable record date, which shall be the [•] day of each of [•],[•],[•] and [•], whether or not a Business Day, in which the applicable Dividend Payment Date falls (each, a“Dividend Record Date”). The term“Business Day”shall mean any calendar day on which the Nasdaq Global Market is open for trading.

(b)Term Redemption. The Corporation shall redeem, out of funds legally available therefor, all shares of Series A Term Preferred Stock on [•], 2026 (the“Term Redemption Date”), at a price per share equal to the liquidation preference per share of Series A Term Preferred Stock plus an amount equal to all unpaid dividends on such share of Series A Term Preferred Stock accumulated to (but excluding) the Term Redemption Date (whether or not earned or declared by the Corporation, but excluding interest thereon) (the “Term Redemption Price”).

Minimum Redemption: Subject to the Redemption Cap, stockholders must redeem a minimum of twenty (20) shares of common stock to participate in the 2020 Redemption. If a stockholder owns less than twenty (20) shares, the stockholder may participate if the stockholder redeems all of the eligible shares then owned by the stockholder.

Any Registered Shareholder seeking redemption of eligible shares in the 2020 Redemption must submit a completed Request for Redemption. Requests for Redemption must be received by the Company no later than 5:00pm CDT on Monday, November 16, 2020.

(a)The undersigned has all requisite power, authority and legal capacity to execute and deliver this Request for Redemption. This Request for Redemption, when duly and validly executed and delivered by the undersigned, will constitute the legal, valid and binding obligation of the undersigned and will be enforceable against the undersigned in accordance with its terms, unless withdrawn under the terms hereof, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization and similar laws affecting creditors generally and by the availability of equitable remedies.

3.Acceptance by the Company; Additional Terms. Redemption of the Shares is subject to acceptance of your Request for Redemption by the Company, which shall not occur, if at all, until the close of the 2020 Redemption. Redemption of the Shares is further subject to the terms, conditions and limitations set forth in the Company’s Redemption Program.

7.Tax Consequences of Redemption. ANY DISCUSSION OF U.S. FEDERAL TAX ISSUES IN THIS REQUEST FOR REDEMPTION WAS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY ANY TAXPAYER FOR ANY PURPOSE. REGISTERED SHAREHOLDERS AGREE AND ACKNOWLEDGE THAT THEY HAVE HAD OPPORTUNITY TO AND SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

Delivery of a Cash Payment under the 2020 Redemption shall be made within approximately ten (10) business days after the close of the 2020 Redemption. All checks will be sent via regular mail unless determined by the Company.

The Request for Redemption must be signed by all Registered Shareholders of the Shares exactly as the name appears in the Company’s book entry account statement(s). If any Shares are held jointly, all such owners must sign the Request for Redemption. Signatures of trustees, executors, administrators, guardians, officers of corporations, attorneys-in-fact or others acting in a fiduciary or representative capacity must include the full title of the signer in such capacity.

option, but is not required to, redeem a sufficient number of shares of Series D Term Preferred Stock pursuant to this Section2.5(b) that, when aggregated with other shares of Preferred Stock redeemed by the Corporation, would result, if deemed to have occurred immediately prior to the opening of business on the Asset Coverage Cure Date, in the Corporation having Asset Coverage on such Asset Coverage Cure Date of up to and including 240%. The Corporation shall effect such redemption on the date fixed by the Corporation therefor, which date shall not be later than ninety (90)calendar days after such Asset Coverage Cure Date, except that if the Corporation does not have funds legally available for the redemption of all of the required number of shares of Series D Term Preferred Stock and other shares of Preferred Stock which have been designated to be redeemed or the Corporation otherwise is unable to effect such redemption on or prior to ninety (90)calendar days after such Asset Coverage Cure Date, the Corporation shall redeem those shares of Series D Term Preferred Stock and other shares of Preferred Stock which it was unable to redeem on the earliest practicable date on which it is able to effect such redemption. If fewer than all of the Outstanding shares of Series D Term Preferred Stock are to be redeemed pursuant to this Section2.5(b), the number of shares of Series D Term Preferred Stock to be redeemed shall be redeemed (A)pro rata among the Outstanding shares of Series D Term Preferred Stock, (B)by lot or (C)in such other manner as the Board of Directors may determine to be fair and equitable. (c) Optional Redemption.

(d) Change of Control Redemption. If a Change of Control Triggering Event occurs, unless the Corporation has exercised the option to redeem such Series D Term Preferred Stock pursuant to Section2.5(c), the Corporation shall redeem all of the outstanding shares of Series D Term Preferred Stock on the Change of Control Redemption Date, at a price per share (the “Change of Control Redemption Price”) equal to (y)the Liquidation Preference per share plus (z)an amount equal to all accumulated and unpaid dividends and distributions on such share up to, but excluding the Change of Control Redemption Date (whether or not earned or declared by the Corporation, but excluding interest thereon) (the “Change of Control Redemption”).

deliver, in exchange for each portion of such permanent global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption. If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest or interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture.

5.1. Term Redemption. The Corporation shall redeem all shares of Series [ ] Preferred Stock on [ ] (the “Term Redemption Date”) at a price per share equal to the Redemption Price.

equal to the Liquidation Preference plus accumulated but unpaid dividends, if any, on such shares (whether or not declared, but excluding interest on accumulated but unpaid dividends, if any) to, but excluding, the date fixed for such redemption. See “Description of Preferred Stock — Redemption — Redemption for Failure to Maintain Asset Coverage.” [Optional Redemption At any time on or after , we may, in our sole option, redeem the outstanding shares of Series Preferred Stock in whole or, from time to time, in part, out of funds legally available for such redemption, at the Liquidation Preference plus an amount equal to accumulated but unpaid dividends, if any, on such shares (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the date fixed for such redemption. See “Description of Preferred Stock — Redemption — Optional Redemption.”] Voting Rights Except as otherwise provided in our certificate of incorporation or as otherwise required by law, (1) each holder of Series Preferred Stock will be entitled to one vote for each share of Series Preferred Stock held on each matter submitted to a vote of our stockholders and (2) the holders of all outstanding preferred stock, including the Series Preferred Stock, and common stock will vote together as a single class; provided that holders of preferred stock, including the Series Preferred Stock, voting separately as a class, will be entitled to elect at least two (2) of our directors and, if we fail to pay dividends on any outstanding shares of preferred stock, including the Series Preferred Stock, in an amount equal to two (2) full years of dividends, and continuing until such failure is cured, will be entitled to elect a majority of our directors.

Mandatory Term Redemption. We are required to redeem all outstanding shares of the Series Preferred Stock on the Mandatory Redemption Date, at a redemption price equal to the Liquidation Preference plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the Mandatory Redemption Date. If the Mandatory Redemption Date occurs after the applicable record date for a dividend but on or prior to the related Dividend Payment Date, the dividend payable on such Dividend Payment Date in respect of such shares of Series Preferred Stock will be payable on such Dividend Payment Date to the holders of record of such shares of Series Preferred Stock at the close of business on the applicable Dividend Record Date, and will not be payable as part of the redemption price for such shares of Series Preferred Stock.

Optional Redemption. The Series Preferred Stock may, at our sole option, be redeemed, in whole or in part, at any time on or after , upon giving notice of redemption at a redemption price per share equal to the Liquidation Preference plus an amount equal to accumulated but unpaid dividends, if any, on such shares (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the date fixed for such redemption.

Business Days Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City are authorized or required by law or executive order to close. Optional Redemption [The Notes may be redeemed in whole or in part at any time or from time to time at our option upon not less than -days’ nor more than -days’ written notice by mail prior to the date fixed for redemption thereof, at the redemption price set forth as follows:] Redemption for Asset Coverage [If we fail to maintain asset coverage (as defined in Section 18(h) of the 1940 Act) with respect to the Notes of at least 200% as of the close of business on the last business day of any calendar quarter and such failure is not cured by the close of business on the date that is calendar days following the filing date of our Annual Report on Form N-CSR, Semiannual Report on Form N-CSRS or Quarterly Report on Form N-Q, as applicable, for that quarter, or the “Asset Coverage Cure Date,” then we will be required to redeem, within calendar days of the Asset Coverage Cure Date, an aggregate principal amount of Notes at least equal to the lesser of (1) the minimum aggregate principal amount of Notes that will result in us having asset coverage of at least 200% and (2) the maximum aggregate principal amount of Notes that can be redeemed out of funds legally available for such redemption. In connection with any redemption for failure to maintain such asset coverage, we may, in our sole option, redeem such additional Notes that will result in asset coverage up to and including %.] Sinking Fund [The Notes will not be subject to any sinking fund (i.e., no amounts will be set aside by us to ensure repayment of the Notes at maturity).] Repurchase at the Option of the Holder [Holders of the Notes will not have the option to have the Notes repaid prior to the stated maturity date.] Defeasance The Notes are subject to legal and covenant defeasance by us. See “Description of Our Debt Securities – Defeasance” in the accompanying prospectus.

(i)Asset Coverage or Overcollateralization Ratio Mandatory Redemption. (A)If the Fund fails to comply with the Asset Coverage requirement as provided in Section 2.4(a) as of any time as of which such compliance is required to be determined in accordance with Section 2.4(a) or fails to comply with the Overcollateralization Ratio requirement as provided in Section 2.4(e) as of any Valuation Date, and in either case such failure is not cured as of the applicable Cure Date other than as a result of the redemption required by this Section 2.5(b)(i), the Fund shall, to the extent permitted by the 1940 Act and Maryland law, by the close of business on the Business Day next following such Cure Date, cause a notice of redemption to be issued, and cause to be deposited Deposit Securities or other sufficient funds in trust with the Redemption and Paying Agent or other applicable paying agent, in each case in accordance with the terms of the Preferred Stock to be redeemed, for the redemption of a sufficient number of shares of Preferred Stock, which at the Fund’s sole option (to the extent permitted by the 1940 Act and Maryland law) may include any number or proportion of VMTP Shares of any Series, to enable it to meet the requirements of Section 2.5(b)(i)(B). In the event that any VMTP Shares of a Series then Outstanding are to be redeemed pursuant to this Section2.5(b)(i), the Fund shall redeem such shares at a price per share equal to the Liquidation Preference per share of such Series plus an amount equal to all unpaid dividends and distributions on such share of such Series accumulated from and including the Date of Original Issue to (but excluding) the date fixed for such redemption by the Board of Directors (whether or not earned or declared by the Fund, but excluding interest thereon) (the “Mandatory Redemption Price”).

Section 5.2.2. Description. Subject to the provisions of Article VI and except as may otherwise be specified in the charter, each share of Common Stock shall entitle the holder thereof to one vote per share on all matters upon which holders of Common Stock are entitled to vote. Except as otherwise set forth in the charter, the shares of Class A Common Stock, Class I Common Stock and Class T Common Stock shall have identical preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption.The board of directors may classify or reclassify any unissued shares of Common Stock from time to time into one or more classes or series of Capital Stock.

4.Procedures for Redemption.A stockholder requesting to redeem Shares must mail or deliver a written request on a form the Company provides, executed by the stockholder, its trustee or authorized agent. In the event of redemptions sought upon the death, Qualifying Disability, confinement to a long-term care facility or Bankruptcy of a stockholder, the written request must be received by the Company within one year after the onset or determination of the qualifying event.If requests in the event of a qualifying event are not received within the one year period described in the preceding sentence, they will be treated as ordinary redemption requests and will not be subject to priority.

We have adopted a share redemption program to provide an opportunity for our stockholders to have shares of our common stock repurchased, subject to certain restrictions and limitations, at a price equal to or at a discount from the current Determined Share Value in effect as of the date the shares are tendered for redemption. Cash used to fund share redemptions has historically been provided through a combination of cash generated by operations, the sale of assets, and borrowings. Additionally, we may use proceeds from the sale of our securities to fund redemption requests, although to date we have not done so. The following table sets forth the redemptions honored during the year ended December31, 2016, and through March31, 2017. We did not defer or reject any redemption requests during this period. Please refer to Item 11. “Description of Registrant’s Securities to Be Registered” of this Form 10 for additional discussion of our share redemption program.

We have adopted a share redemption program to provide an opportunity for our stockholders to have shares of our common stock repurchased, subject to certain restrictions and limitations, at a price equal to or at a discount from the current Determined Share Value in effect as of the date the shares are tendered for redemption. The share redemption program is administered by the Asset Manager and is subject to such terms and conditions as our board and the Independent Directors Committee may establish from time to time. Our board of directors approved and adopted an amended and restated share redemption program effective as of June 28, 2017.

Table of Contents For purposes of determining the time period a redeeming stockholder has held each share, the time period begins as of the date the stockholder acquired the shares; provided, that shares purchased by the redeeming stockholder pursuant to our distribution reinvestment plan will be deemed to have been acquired on the same date as the initial share to which the distribution reinvestment plan shares relate. The date of the share’s original issuance by us is not determinative. In addition, as described above, the shares owned by a stockholder may be redeemed at different prices depending on how long the stockholder has held each share submitted for redemption. After we establish an NAV per share, shares received as a stock dividend will be redeemed at a purchase price to be determined based on the number of years the shares have been held as described above. We expect to establish an NAV per share no later than June30, 2018.

Our board of directors has adopted a share redemption program that may enable you to sell your ClassA, ClassT, ClassR and ClassI shares to us after you have held them for at least one year, subject to the significant conditions and limitations of the program. In its sole discretion, our board of directors could choose to amend, suspend or terminate the program upon 30 days’ notice without stockholder approval. Our board of directors reserves the right in its sole discretion at any time to reject any request for redemption. The purchase price for shares redeemed under our share redemption program will be as set forth below.

We will generally engage a third party to conduct a Uniform Commercial Code (“UCC”) search to ensure that no liens or encumbrances are held against the shares presented for redemption.We will cover the cost for these searches. Shares that are not subject to liens or encumbrances will be eligible for redemption following the completion of the UCC search. We will not redeem shares that are subject to liens or other encumbrances until the stockholder presents evidence that such liens or encumbrances have been removed.

A request for redemption may be withdrawn in whole or in part by a stockholder in writing at any time prior to redemption.We cannot guarantee that the funds set aside for the share redemption program will be sufficient to accommodate all requests made in any particular redemption period.If we cannot accommodate a redemption request due to the foregoing limitations, the stockholder or his or her estate, heir or beneficiary can (1)withdraw the request for redemption, or (2)ask that we honor the request at such time, if any, when the limitations no longer prevent redemption.Such pending requests will be honored among all requests for redemptions in any given redemption period, as follows:first, pro rata as to redemptions sought upon a stockholder’s death or disability or sought upon a stockholder’s confinement to a long-term care facility; next, pro rata as to redemptions to stockholders who demonstrate, in the discretion of our board of directors, another involuntary, exigent circumstance, such as bankruptcy; next, pro rata as to redemptions to stockholders subject to a mandatory distribution requirement under their IRAs; and, finally, pro rata as to other redemption requests.

The effective date of any redemption will be the last day of the calendar month preceding the quarterly determination by our board of directors of the availability of funds for redemption.The shares approved for redemption will accrue no distributions after the effective date of redemption.In making the determination of the availability of funds for redemption, our board of directors will consider only properly completed redemption requests that we received on or before the last day of the calendar month preceding the determination of the availability of funds for redemption.Payment for the shares so approved for redemption, assuming sufficient funds for redemption and the satisfaction of all necessary conditions, will be made no later than 15 days after the date of our directors’ action to determine the shares approved for redemption.

2. Share Redemption. Subject to the terms and conditions of this SRP, including the limitations on redemptions set forth in paragraph 4 and the procedures for redemption set forth in paragraph 5, the Company will redeem such number of Shares as requested by a Qualifying Stockholder on a periodic basis as determined from time to time by the board of directors and no less frequently than annually. The board of directors reserves the right in its sole discretion at any time to reject any request for redemption.

(d) The Company will not redeem in excess of 5% of the weighted-average number of Shares outstanding during the 12-month period immediately prior to the effective date of redemption. The board of directors will determine at least quarterly whether the Company has sufficient excess cash to repurchase Shares. Generally, the cash available for redemption will be limited to proceeds from the distribution reinvestment plan plus, if the Company had positive operating cash flow from the previous fiscal year, 1% of all operating cash flow from the previous fiscal year.

(d) If the Company cannot accommodate a redemption request, the stockholder or his or her estate, heir or beneficiary can (1)withdraw the request for redemption, or (2)ask that the Company honor the request at such time, if any, when the limitations no longer prevent redemption. Such pending requests will be honored among all requests for redemptions in any given redemption period, as follows: first, pro rata as to redemptions sought upon a stockholder’s death, Qualifying Disability, or confinement to a long-term care facility; next, pro rata as to redemptions to stockholders who demonstrate, in the discretion of the board of directors, other involuntary, exigent circumstances, such as bankruptcy; next, pro rata as to redemptions to stockholders subject to a mandatory distribution requirement under their IRAs; and, finally, pro rata as to other redemption requests. The advisor and its affiliates will defer their own redemption requests, if any, until all other requests for redemption have been met.

(a)Term Redemption.The Corporation shall redeem all shares of a Series of Term Preferred Shares on the Term RedemptionDate for such Series, at a price per share equal to the Liquidation Preference per share of such Series plus an amount equal to all unpaid dividends and distributions on such share of such Series accumulated to (but excluding) the Term RedemptionDate for such Series (whether or not earned or declared by the Corporation, but excluding interest thereon) (the “Term RedemptionPrice”).

If a redemption of shares is treated as a distribution that is taxable as a dividend, the amount of the distribution would be measured by the amount of cash and the fair market value of the property received by the redeeming shareholder. In addition, although guidance is sparse, the IRS could take the position that shareholders who do not participate in any redemption treated as a dividend should be treated as receiving a constructive stock distribution taxable as a dividend in the amount of the increased percentage ownership in us as a result of the redemption, even though such shareholder did not actually receive cash or other property as a result of such redemption. The amount of any such constructive dividend would be added to the non-redeeming shareholder’s basis in his shares. It also is possible that under certain technical rules relating to the deduction for dividends paid, the IRS could take the position that redemptions taxed as dividends impair our ability to satisfy our distribution requirements under the Code. To avoid certain issues related to our ability to comply with the REIT distribution requirements (see “— Requirements for Qualification--General — Annual Distribution Requirements”), we have implemented procedures designed to track our shareholders’ percentage interests in our Investor Shares and identify any such dividend equivalent redemptions, and we will decline to effect a redemption to the extent that we believe that it would constitute a dividend equivalent redemption. However, we cannot assure you that we will be successful in preventing all dividend equivalent redemptions.

A Member may present fewer than all of his or her Investor Shares to the Company for redemption. A Member who only requests a redemption for a portion of its Investor Shares, must redeem Investor Shares acquired earlier in time, subject to the restrictions and limitations set forth in section ‘Redemption Price’.

1.1 Redemption. Holder hereby unconditionally and irrevocably agrees that Holder shall, and shall cause its Affiliates to, elect to exercise a SPAC Stockholder Redemption in accordance with the Issuer’s Governing Documents with respect to each of its Covered Shares (a “Redemption Election”). The Holder hereby agrees that, to the maximum extent permissible under the Issuer’s Governing Documents, by the Holder’s execution and delivery of this Redemption and Voting Agreement, the Redemption Election shall be deemed to be automatically made as of the earliest time permissible under the Issuer’s Governing Documents.

Adjustment to Dividend Rate — Default Period. Subject to the cure provisions described below, a default period with respect to the Series A Preferred Stock, or a Default Period, will commence on a date we fail to deposit sufficient funds for the payment of dividends as required in connection with any dividend payment date or date of redemption. A Default Period will end on the business day on which, by 12:00 noon, New York City time, an amount equal to all unpaid dividends and any unpaid redemption price has been deposited irrevocably in trust in same-day funds with our transfer agent, in its capacity as redemption and paying agent, or the Redemption and Paying Agent. The applicable dividend rate for each day during the Default Period will be equal to the then-current dividend rate plus 2.0% of the $25.00 stated liquidation preference, or $0.50 per share (prorated for the number of days in such Default Period computed on the basis of a 360-day year consisting of twelve 30-day months).

Series A Preferred Stock held by such holder such that no holder will own in excess of the 9.8% Series A Preferred Stock ownership limit subsequent to such redemption. See “— Restrictions on Ownership and Transfer” below. In order for their shares of Series A Preferred Stock to be redeemed, holders must surrender their shares at the place, or in accordance with the book-entry procedures, designated in the notice of redemption, or the Optional Redemption Notice. Holders will then be entitled to the redemption price plus an amount equal to any accrued but unpaid dividends payable upon redemption following surrender of the shares as detailed below. If an Optional Redemption Notice has been given (in the case of a redemption of the Series A Preferred Stock other than to preserve our qualification as a REIT), if the funds necessary for the redemption have been set apart by us in trust for the benefit of the holders of any shares of Series A Preferred Stock called for redemption and if irrevocable instructions have been given to pay the redemption price plus an amount equal to all accrued but unpaid dividends, then from and after the redemption date, dividends will cease to accrue on such shares of Series A Preferred Stock and such shares of Series A Preferred Stock will no longer be deemed outstanding. At such time, all rights of the holders of such shares will terminate, except the right to receive the redemption price plus an amount equal to all accrued but unpaid dividends payable upon redemption, without interest. So long as no dividends are in arrears and subject to the provisions of applicable law, we may from time to time repurchase all or any part of the Series A Preferred Stock, including the repurchase of shares of Series A Preferred Stock in open-market transactions and individual purchases at such prices as we negotiate, in each case as duly authorized by our board of directors.

The Series A Preferred Stock has no stated maturity date, is not subject to any sinking fund, and (except as described above under “— Redemption at Option of Holders upon a Change of Control/Delisting,”) is not subject to mandatory redemption. We are not required to set aside funds to redeem the Series A Preferred Stock.

+ Details Name: us-gaap_TemporaryEquityLiquidationPreferencePerShare Namespace Prefix: us-gaap_ Data Type: num:perShareItemType Balance Type: na Period Type: instant X - DefinitionAmount to be paid per share that is classified as temporary equity by entity upon redemption. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.

(f) Compliance With Applicable Law and Credit Agreement. In effecting any redemption pursuant to this Section 2.5, the Corporation shall use its best efforts to comply with all applicable conditions precedent to effecting such redemption under the 1940 Act and any applicable Maryland law and pursuant to the terms and conditions of any Credit Agreement in effect as of the date of such redemption, but shall effect no redemption except in accordance with the 1940 Act and any applicable Maryland law and pursuant to the terms and conditions of any Credit Agreement in effect as of the date of such redemption. In determining for the purposes of Section 2-311 of the Maryland General Corporation Law or otherwise under Maryland General Corporation Law whether a distribution (other than upon voluntary or involuntary liquidation, dissolution, or winding up of the Corporation), by dividend, redemption, or otherwise, is permitted, amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the liquidation preference of any series of Preferred Stock with preferential rights on dissolution senior to the Perpetual Preferred Shares will not be added to the Corporation’s total liabilities.

In the event the Debentures are redeemed pursuant to the Redemption Amendment, Debentureholders will have until 4:30 p.m.(Calgary time) on the last Business Day preceding the Early Redemption Date to convert their Debentures into Common Shares prior to such redemption. “Business Day” means any day which is not Saturday or Sunday or any other day that the Trustee in Calgary, Alberta is not generally open for business.

(5) Redemption. The Company shall pay the Holder the Redemption Amount as set out in the Redemption Notice on the Redemption Date, which shall be no later than three (3) Business Days after the Company has received the Redemption Notice. No Redemption under this Section 7 shall occur until a Redemption Notice shall have been delivered by the Holder under this Section 7.

(10) Rights Subsequent to Redemption. If the Redemption Notice shall have been duly given, and if on the Redemption Date the Redemption Amount payable upon Redemption of all of the Series B1 Preferred Shares is paid or tendered for payment, then notwithstanding that any certificates evidencing any of the Series B1 Preferred Shares so called for Redemption shall not have been surrendered and all rights with respect to such shares shall forthwith after the Redemption Date terminate, except only the right of the Holder to receive the Redemption Amount without interest upon surrender of any such certificate or certificates therefor.

(4) Redemption. The Company shall pay the Holder the Company Redemption Amount as set out in the Company Redemption Notice on the Redemption Date, which shall be no later than three (3) Business Days after the Holder has responded (or deemed to have responded pursuant to Section 8(3)) to the Company Redemption Notice pursuant to Section 8(3). No Redemption shall occur until a Company Redemption Notice has been delivered by the Company under this Section 8 and until the Company has effected any permitted Conversion under Section 4(9). For greater certainty, nothing in this Section 8(4) reduces or abrogates any Conversion rights of the Holder set out in Section 4.

(i) Term Redemption. Subject to Section2.6(e)(v), the Fund shall redeem all VMTP Shares of a Series then Outstanding on the Term Redemption Date for such Series, out of funds legally available therefor, at a price per share equal to the Liquidation Preference per share of such Series plus an amount equal to all unpaid dividends and other distributions on such share of such Series accumulated from and including the Date of Original Issue to (but excluding) the Term Redemption Date for such Series (whether or not earned or declared by the Fund, but excluding interest thereon) (the "Term Redemption Price"); provided, however, that the Term Redemption Date for such Series of VMTP Shares may be extended pursuant to Section2.6(a)(ii) or Section2.6(a)(iii) below.

Optional Tax Redemption In addition to the situations described above under “—Redemption and Repayment,” we also have the option to redeem the debt securities in two situations described below, unless otherwise indicated in your prospectus supplement. The redemption price for the debt securities, other than original issue discount debt securities, will be equal to the principal amount of the debt securities being redeemed plus accrued interest and any additional amounts due on the date fixed for redemption. The redemption price for original issue discount debt securities will be specified below. Furthermore, we must give you between 10 and 60 days’ notice before redeeming the debt securities unless otherwise specified in your prospectus supplement.

Principal Amount: $100,000,000 Issuer: UBS AG (London Branch) The Securities do not guarantee any return of principal at, or prior to, maturity or call, or upon early redemption. Instead, at maturity, you will receive a cash payment the amount of which will vary depending on the performance of the VWAP Level calculated in accordance with the formula set forth below and will be reduced by the Accrued Tracking Fee as of the last Index Business Day in the Final Measurement Period. We refer to this cash payment as the “Cash Settlement Amount.” If the amount so calculated is equal to or less than zero, the Cash Settlement Amount will be zero and you will not receive a cash payment.

Cash Settlement Amount at Maturity The Securities do not guarantee any return of principal at, or prior to, maturity, call or upon early redemption. Instead, on the Maturity Date, you will receive a cash payment per Security equal to the Current Principal Amount as of the Final Valuation Date.

Redemption Price Upon Optional Tax Redemption We have the right to redeem the Securities in the circumstances described in “Medium-Term Notes, Series B” under “Description of Debt Securities We May Offer — Optional Tax Redemption. If we exercise this right, the redemption price of the Securities will be determined by the Security Calculation Agent in a manner reasonably calculated to preserve your and our relative economic positions.

Because the Fund will be subject to a floating NAV on the Effective Date, a sale of Fund shares may result in a capital gain or loss for you. When you sell your shares, you will generally recognize a capital gain or loss in an amount equal to the difference between your adjusted tax basis in the shares and the amount received. Capital losses in any year are deductible only to the extent of capital gains, plus, in the case of a non-corporate taxpayer, generally $3,000 of income. Certain other special tax rules may apply to your capital gains or losses on Fund shares. Any liquidity fees you incur on shares redeemed will generally decrease the amount of any capital gain (or increase the amount of any capital loss) you recognize with respect to such redemption. Unless you choose to adopt a simplified “NAV method” of accounting (described as follows), this capital gain or loss is long-term or short-term depending on whether your holding period exceeds one year. If you elect to adopt the NAV method of accounting, rather than compute gain or loss on every taxable disposition of Fund shares as described above, you would determine your gain or loss based on the change in the aggregate value of your Fund shares during a computation period (such as your taxable year), reduced by your net investment (purchases minus sales) in those shares during that period. Under the NAV method, any resulting net capital gain or loss would be treated as short-term capital gain or loss.

Ÿ 30% weekly liquid assets—If the weekly liquid assets of the Fund falls below 30% of the Fund’s total assets as of the end of a business day, and the Board determines it is in the best interests of the Fund, the Board may impose a liquidity fee of no more than 2% of the amount redeemed and/or a redemption gate that temporarily suspends the right of redemption. Ÿ 10% weekly liquid assets— If the weekly liquid assets of the Fund falls below 10% of the Fund’s total assets as of the end of a business day, the Fund will impose, at the beginning of the next business day, a liquidity fee of 1% of the amount redeemed, unless the Board determines that imposing such a fee would not be in the best interests of the Fund or determines that a lower or higher fee (not to exceed 2%) would be in the best interests of the Fund. Liquidity fees and redemptions gates may be terminated at any time in the discretion of the Board. Liquidity fees and redemptions gates will also terminate at the beginning of the next business day once the Fund has invested 30% or more of its total assets in weekly liquid assets as of the end of a business day. The Fund may only suspend redemptions for up to 10 business days in any 90-day period.

Liquidity fees imposed by the Fund will reduce the amount you will receive upon the redemption of your shares, and will generally decrease the amount of any capital gain or increase the amount of any capital loss you will recognize with respect to such redemption. There is some degree of uncertainty with respect to the tax treatment of liquidity fees received by money market funds, and such tax treatment may be the subject of future guidance issued by the Internal Revenue Service. If the Fund receives liquidity fees, it will consider the appropriate tax treatment of such fees to the Fund at such time.