Obligations in accordance with the terms, conditions and procedures set forth on**Schedule**A hereto (in each instance, an “***Automatic Redemption”).***Pledgor hereby consents to thatacceptance. In connection with any such Automatic Redemption, effective immediately upon suchAutomatic Redemption, the outstanding principal amount and any accrued and unpaid interest on theNote shall be automatically reduced to the extent of the product of (A) the number of PledgedShares redeemed multiplied by (B) the Redemption Price, as defined in **Schedule A** hereto (suchproduct, a “***Redemption Amount”).***In no event shall a Redemption Amount exceed the amount of theoutstanding principal amount of, and accrued and unpaid interest on, the Note at the time of suchAutomatic Redemption. Upon the full satisfaction of the Obligations, this Agreement shallimmediately terminate and be of no further effect.     **2. **Pledgor hereby agrees to execute such documents and to take such further actions asPledgee deems appropriate to transfer the Pledged Shares into the name of Secured Party and/orsuch other person or entity as Pledgee deems appropriate and as Pledgee deems appropriate tootherwise achieve the purposes of this Agreement.     **3. Representation and Warranties of Pledgor.**Effective as of the date hereof, Pledgor herebyrepresents and warrants to Pledgee as follows:          **(a)**As of the date hereof, Pledgor is not aware of any material nonpublic informationconcerning Pledgee or its securities. Pledgor is not entering in this Agreement during a “blackout period” pursuant to Pledgee’s Code of Ethics and Business Conduct. Pledgor is entering intothis Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule10b-5 or Section 10(b) of the Securities Exchange Act of 1934, as amended (the “***Exchange Act”),***orto evade the compliance with any other federal or state securities laws.          **(b)**Pledgor has full power and authority to execute and deliver this Agreement, to performhis obligations hereunder, and to consummate the transactions contemplated hereby. This Agreementhas been duly authorized, executed and delivered by Pledgor. This Agreement constitutes the legal,valid and binding obligation of Pledgor, enforceable in accordance with its terms, subject toapplicable laws affecting creditors’ rights and to equitable principles.          **(c)**The execution and delivery of this Agreement by Pledgor, the consummation of thetransactions herein contemplated, and the compliance with the terms of this Agreement will notconflict with, result in the breach of, or constitute a material default under, or require anyconsent or approval under, any agreement or instrument to which Pledgor is a party or by which hemay be bound.          **(d)**Pledgor is, at the time of delivery of the Pledged Shares to Pledgee hereunder, and atall times which this Agreement is in effect shall be, the sole holder of record and the solebeneficial owner of the Pledged Shares, free and clear of any lien thereon or affecting titlethereto, except for the lien created by the Pledge Agreement.          **(e)**None of the Pledged Shares have been transferred in violation of securities registration,securities disclosure or similar laws of any jurisdiction to which such transfer may be subjectwith respect to which such transfer could have a material adverse effect.
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          **(f)**While this Agreement is in effect, Pledgor agrees not to enter into or alter anycorresponding or hedging transaction or position with respect to the Pledged Shares and agrees notto alter or deviate from the terms of this Agreement.          **(g)**Pledgor represents and warrants that entering in this Agreement and the content hereof donot violate and/or are not inconsistent with Pledgee’s trading policies and restrictions forinsiders, that the execution of this Agreement and the transactions completed under this Agreementwill not contravene any legal provision or any lock up agreement or other agreement or instrumentor any judgment, order or decree from any court, governmental body or agency.          **(h)**Pledgor agrees that Pledgor shall at all times during the performance of this Agreement,comply with all applicable laws, including, without limitation, Section 16 of the Exchange Act andthe rules and regulations promulgated thereunder. Pledgor agrees to make all filings, if any,required under Sections 13(d), 13(g) and 16 of the Exchange Act in a timely manner, to the extentany such filings are applicable to Pledgor.          **(i)**Neither Pledgee, nor any of its officers, directors, stockholders, agents,representatives or affiliates, has made warranties or representations to Pledgor with respect tothe income tax consequences of the transactions contemplated by this Agreement.     **4. Representations and Warranties of Pledgee.**Pledgee hereby represents and warrants toPledgor as follows:          **(a)**Pledgee has full power and authority to execute and deliver this Agreement, to performits obligations hereunder, and to consummate the transactions contemplated hereby. This Agreementhas been duly authorized, executed and delivered by Pledgee. Without limiting the generality ofthe foregoing, this Agreement and any redemption of the Pledged Shares pursuant hereto have beenapproved by Pledgee’s Board of Directors for purposes of exempting such redemptions from theapplication of Section 16(b) of the Exchange Act. This Agreement constitutes the legal, valid andbinding obligation of Pledgee, enforceable in accordance with its terms, subject to applicablelaws affecting creditors’ rights and to equitable principles.          **(b)**The execution and delivery of this Agreement by Pledgee, the consummation of thetransactions herein contemplated, and the compliance with the terms of this Agreement will notconflict with, result in the breach of, or constitute a material default under, or require anyconsent or approval under, any agreement or instrument to which Pledgee is a party or by which itmay be bound.     **5. No Inducements.**Neither Pledgee nor any other party has made any oral or writtenrepresentation, inducement, promise or agreement to Pledgor in connection with the redemption ofthe Pledged Shares, other than as expressly set forth in this Agreement.     **6. Severability.**If any provision of this Pledge Agreement is held to be unenforceable forany reason, it shall be adjusted, if possible, rather than voided in order to achieve the intentof the parties to the extent possible. In any event, all other provisions of this Pledge Agreementshall be deemed valid and enforceable to the full extent possible.
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     **7. Assignment; Binding Effect.**Subject to the limitations set forth in this Agreement, thisAgreement shall be binding upon and inure to the benefit of the executors, administrators, heirs,legal representatives, and successors of the parties hereto.     **8. Governing Law.**This Agreement shall be governed by and construed in accordance with thelaws of the Commonwealth of Virginia.     **9. Reservation of Rights.**Pledgee hereby expressly reserves all of its rights and remediesunder the Pledge Agreement and at law and equity, including but not limited to its rights underSection 9 of the Pledge Agreement. Without limiting the generality of the foregoing, pursuant toand in accordance with the terms of Section 9 of the Pledge Agreement, Pledgee may at any time, atits election, apply, set off, collect or sell in one or more sales, or take such steps as may benecessary to liquidate and reduce to cash in the hands of Pledgee in whole or in part, with orwithout any previous demands or demand of performance or notice or advertisement, the PledgedShares.     **10. No Modification of Note or Pledge Agreement.**The Note and the Pledge Agreement shallcontinue in full force and effect and be unaltered hereby.     **11. Counterparts.**This Agreement may be executed in two or more counterparts, each of whichshall be deemed an original, but all of which together shall constitute one instrument.     **12. Independent Counsel.**The parties acknowledge that this Agreement has been prepared onbehalf of Pledgee by Cooley LLP, counsel to Pledgee and that Cooley LLP doesnot represent, and is not acting on behalf of, Pledgor. Pledgor has been afforded the opportunityto consult with his own counsel with respect to this Agreement.     **13. Termination.**Pledgor may terminate this Agreement at any time by providing written noticeof such termination to Pledgee’s board of directors.     **14. Amendment.**This Agreement may be amended with the prior written approval of both Parties.This Agreement may only be amended (i) during an open “trading window” under Pledgee’s Code ofEthics and Business Conduct, and (ii) at a time that Pledgor is not aware of any materialnonpublic information concerning Pledgee or its securities. Notwithstanding anything herein to thecontrary, any amendment to the Planned Redemptions chart on **Schedule A** hereto shall be agreed uponin writing by Pledgor and each member of Pledgee’s special committee of its independent directors,created on July 7, 2010. For the avoidance of doubt, agreement in writing, as it pertains to theamendment of the Planned Redemptions chart on **Schedule A**hereto, shall include agreement to suchamendment through or via electronic mail or fax. Any update to the Completed Redemptions chart onSchedule A hereto completed by Pledgee’s chief compliance officer or internal counsel shall notconstitute an amendment of **Schedule A**or this Agreement.**[Signature Page Follows]**
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     **In Witness Whereof**, the Parties have executed this Redemption Agreement as of thedate first above written.      **PLEDGEE:**