Exhibit 10.2

 


FIRST AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP


 


OF


 


RIVERBANC MULTIFAMILY LP

(a Delaware limited partnership)


 






    	 



    	 



    

 


TABLE OF CONTENTS


 


	ARTICLE I	DEFINED TERMS	1
	 	 	 
	ARTICLE II	FORMATION OF THE PARTNERSHIP	11
	2.01	Formation of the Partnership	11
	2.02	Name	11
	2.03	Registered Office and Agent; Principal Office	11
	2.04	Term and Dissolution	11
	2.05	Filing of Certificate and Perfection of Limited Partnership	12
	2.06	Certificates Describing Partnership Units	12
	 	 	 
	ARTICLE III	BUSINESS OF THE PARTNERSHIP	13
	 	 	 
	ARTICLE IV	CAPITAL CONTRIBUTIONS AND ACCOUNTS	13
	4.01	Capital Contributions	13
	4.02	Additional Capital Contributions and Issuances of Additional Partnership Units	13
	4.03	Additional Funding	16
	4.04	LTIP Units	16
	4.05	Conversion of LTIP Units	20
	4.06	Capital Accounts	23
	4.07	Percentage Interests	23
	4.08	No Interest on Contributions	23
	4.09	Return of Capital Contributions	23
	4.10	No Third-Party Beneficiary	24
	 	 	 
	ARTICLE V	PROFITS AND LOSSES; DISTRIBUTIONS	24
	5.01	Allocation of Profit and Loss	24
	5.02	Distribution of Cash	26
	5.03	REIT Distribution Requirements	28
	5.04	No Right to Distributions in Kind	28
	5.05	Limitations on Return of Capital Contributions	28
	5.06	Distributions Upon Liquidation	28
	5.07	Substantial Economic Effect	28
	 	 	 
	ARTICLE VI	RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER	29
	6.01	Management of the Partnership	29
	6.02	Delegation of Authority	31
	6.03	Indemnification and Exculpation of Indemnitees	31
	6.04	Liability of the General Partner	33
	6.05	Partnership Obligations	34
	6.06	Outside Activities	34
	6.07	Employment or Retention of Affiliates	34
	6.08	General Partner Activities	35
	6.09	Title to Partnership Assets	35



 






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	ARTICLE VII	CHANGES IN GENERAL PARTNER	35
	7.01	Transfer of the General Partner’s Partnership Interest	35
	7.02	Admission of a Substitute or Additional General Partner	37
	7.03	Effect of Bankruptcy, Withdrawal, Death or Dissolution of General Partner	38
	7.04	Removal of General Partner	38
	 	 	 
	ARTICLE VIII	RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS	39
	8.01	Management of the Partnership	39
	8.02	Power of Attorney	39
	8.03	Limitation on Liability of Limited Partners	40
	8.04	Common Unit Redemption Right	40
	8.05	Partnership Right to Call Limited Partnership Interests	42
	8.06	Registration	43
	 	 	 
	ARTICLE IX	TRANSFERS OF PARTNERSHIP INTERESTS	47
	9.01	Purchase for Investment	47
	9.02	Restrictions on Transfer of Partnership Units	48
	9.03	Admission of Substitute Limited Partner	48
	9.04	Rights of Assignees of Partnership Units	50
	9.05	Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner	50
	9.06	Joint Ownership of Partnership Units	50
	 	 	 
	ARTICLE X	BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS	50
	10.01	Books and Records	50
	10.02	Custody of Partnership Funds; Bank Accounts	51
	10.03	Fiscal and Taxable Year	51
	10.04	Annual Tax Information and Report	51
	10.05	Tax Matters Partner; Tax Elections; Special Basis Adjustments	51
	 	 	 
	ARTICLE XI	AMENDMENT OF AGREEMENT; MERGER	53
	11.01	Amendment of Agreement	53
	11.02	Merger of Partnership	53
	 	 	 
	ARTICLE XII	GENERAL PROVISIONS	53
	12.01	Notices	53
	12.02	Survival of Rights	54
	12.03	Additional Documents	54
	12.04	Severability	54
	12.05	Entire Agreement	54
	12.06	Pronouns and Plurals	54
	12.07	Headings	54
	12.08	Counterparts	54
	12.09	Governing Law	54
	12.10	Limitation to Preserve REIT Status	55


 






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EXHIBITS


 


EXHIBIT A—Partners, Capital Contributions and Percentage
Interests


 


EXHIBIT B—Notice of Redemption


 


EXHIBIT C-1—Certification of Non-Foreign Status (For Redeeming
Limited Partners That Are Entities)


 


EXHIBIT C-2—Certification of Non-Foreign Status (For Redeeming
Limited Partners That Are Individuals)


 


EXHIBIT D—Notice of Election by Partner to Convert LTIP
Units into Common Units

 


EXHIBIT E—Notice of Election by Partnership to Force Conversion
of LTIP Units into Common Units


 






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FIRST AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP

OF

RIVERBANC MULTIFAMILY LP

RECITALS


 


RiverBanc Multifamily LP (the “Partnership”)
was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed
with the Secretary of State of the State of Delaware effective as of March 6, 2015 (the “Certificate of Limited Partnership”)
and an Agreement of Limited Partnership entered into as of March 5, 2015 (the “Original Agreement”), by and
between RiverBanc Multifamily Investors, Inc., a Maryland corporation (the “General Partner”), and Kevin M.
Donlon (the “Original Limited Partner”). This First Amended and Restated Agreement of Limited Partnership is
entered into this __ day of ____________, 2015 (the “Original Date”) among the General Partner and the Limited
Partners set forth on Exhibit A hereto, for the purpose of amending and restating the Original Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of mutual
covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


ARTICLE
I



DEFINED TERMS


 


The following defined terms used in this
Agreement shall have the meanings specified below:


 


“Act” means the Delaware
Revised Uniform Limited Partnership Act, as it may be amended from time to time.


 


“Additional Funds” has
the meaning set forth in Section 4.03 hereof.


 


“Additional Securities”
means any: (1) shares of capital stock of the General Partner now or hereafter authorized or reclassified that have dividend rights,
or rights upon liquidation, winding up and dissolution, that are superior or prior to the REIT Shares (“Preferred Shares”),
(2) REIT Shares, (3) shares of capital stock of the General Partner now or hereafter authorized or reclassified that have dividend
rights, or rights upon liquidation, winding up and dissolution, that are junior in rank to the REIT Shares (“Junior Shares”)
and (4) (i) rights, options, warrants or convertible or exchangeable securities having the right to subscribe for or purchase or
otherwise acquire REIT Shares, Preferred Shares or Junior Shares or (ii) indebtedness issued by the General Partner that provides
any of the rights described in clause (4)(i) of this definition (any such securities referred to in clause (4)(i) or (ii) of this
definition, “New Securities”).


 


“Adjustment Events” has
the meaning set forth in Section 4.04(a)(i) hereof.


 






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“Administrative Expenses”
means (i) all administrative and operating costs and expenses incurred by the Partnership, (ii) administrative costs and expenses
of the General Partner, including any salaries or other payments to directors, officers or employees of the General Partner, and
any accounting and legal expenses of the General Partner, which expenses, the Partners hereby agree are expenses of the Partnership
and not the General Partner, and (iii) to the extent not included in clauses (i) or (ii) above, REIT Expenses; provided,
however, that Administrative Expenses shall not include any administrative costs and expenses incurred by the General Partner
that are attributable to Properties or interests in a Subsidiary that are owned by the General Partner other than through its ownership
interest in the Partnership.


 


“Affiliate” means, (i)
any Person that, directly or indirectly, controls or is controlled by or is under common control with such Person, (ii) any other
Person that owns, beneficially, directly or indirectly, 10% or more of the outstanding capital stock, shares or equity interests
of such Person or (iii) any officer, director, employee, partner, member, manager or trustee of such Person or any Person controlling,
controlled by or under common control with such Person. For the purposes of this definition, “control” (including the
correlative meanings of the terms “controlled by” and “under common control with”), as used with respect
to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of such Person, through the ownership of voting securities or partnership interests, contract or otherwise.


 


“Agreed Value” means
the fair market value of a Partner’s non-cash Capital Contribution as of the date of contribution as agreed to by such Partner
and the General Partner. The names and addresses of the Partners, number of Partnership Units issued to each Partner, and the Agreed
Value of non-cash Capital Contributions as of the date of contribution is set forth on Exhibit A, as it may be amended or
restated from time to time.


 


“Agreement” means this
First Amended and Restated Agreement of Limited Partnership, as it may be amended, supplemented or restated from time to time.


 


“Articles” means the
Articles of Amendment and Restatement of the General Partner filed with the State Department and Assessments and Taxation of the
State of Maryland, as amended, supplemented or restated from time to time.


 


“Board of Directors”
means the Board of Directors of the General Partner.


 


“Capital Account” has
the meaning set forth in Section 4.06 hereof.


 


“Capital Account Limitation”
has the meaning set forth in Section 4.05(b) hereof.


 


“Capital Contribution”
means the total amount of cash, cash equivalents, and the Agreed Value of any Property or other asset contributed or agreed to
be contributed, as the context requires, to the Partnership by each Partner pursuant to the terms of the Agreement. Any reference
to the Capital Contribution of a Partner shall include the Capital Contribution made by a predecessor holder of the Partnership
Interest of such Partner.


 


“Cash Amount” means an
amount of cash equal to the Value of the REIT Shares Amount on the Specified Redemption Date.


 






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“Certificate” means any
instrument or document, including the Certificate of Limited Partnership, as applicable, that is required under the laws of the
State of Delaware, or any other jurisdiction in which the Partnership conducts business, to be signed and sworn to by the Partners
of the Partnership (either by themselves or pursuant to the power-of-attorney granted to the General Partner in Section 8.02 hereof)
and filed for recording in the appropriate public offices within the State of Delaware or such other jurisdiction to perfect or
maintain the Partnership as a limited partnership, to effect the admission, withdrawal or substitution of any Partner of the Partnership,
or to protect the limited liability of the Limited Partners as limited partners under the laws of the State of Delaware or such
other jurisdiction.


 


“Certificate of Limited Partnership”
means the Certificate of Limited Partnership relating to the Partnership filed in the office of the Delaware Secretary of State,
as amended from time to time in accordance with the terms hereof and the Act.


 


“Change of Control” means,
as to the General Partner, the occurrence of any of the following: (i) the sale, lease or transfer, in one or a series of related
transactions, of 80% or more of the assets of the General Partner, taken as a whole, to any Person or group (within the meaning
of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), other than an Affiliate of the General
Partner; or (ii) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange
Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within
the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than an Affiliate of the General Partner in a single transaction
or in a related series of transactions, by way of merger, share exchange, consolidation or other business combination or purchase
of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of more than 50%
of the total voting power of the voting capital stock of the General Partner.


 


“Code” means the Internal
Revenue Code of 1986, as amended, and as hereafter amended from time to time. Reference to any particular provision of the Code
shall mean that provision in the Code at the date hereof and any successor provision of the Code.


 


“Commission” means the
U.S. Securities and Exchange Commission.


 


“Common Partnership Unit Distribution”
has the meaning set forth in Section 4.04(a)(ii) hereof.


 


“Common Redemption Amount”
means either the Cash Amount or the REIT Shares Amount, as selected by the General Partner pursuant to Section 8.04(b) hereof.


 


“Common Unit” means a
Partnership Unit which is designated as a Common Unit of the Partnership.


 


“Common Unit Economic Balance”
has the meaning set forth in Section 5.01(g) hereof.


 


“Common Unit Redemption Right”
has the meaning set forth in Section 8.04(a) hereof.


 


“Common Unit Transaction”
has the meaning set forth in Section 4.05(f) hereof.


 






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“Constituent Person”
has the meaning set forth in Section 4.05(f) hereof.


 


“Conversion Date” has
the meaning set forth in Section 4.05(b) hereof.


 


“Conversion Factor” means
a factor of 1.0, adjusted as provided in this definition. The Conversion Factor will be adjusted in the event that the General
Partner (i) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of
its outstanding REIT Shares in REIT Shares, (ii) subdivides its outstanding REIT Shares or (iii) combines its outstanding REIT
Shares into a smaller number of REIT Shares. In each of such events, the Conversion Factor shall be adjusted by multiplying the
Conversion Factor by a fraction, the numerator of which shall be the number of REIT Shares issued and outstanding on the record
date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution,
subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of REIT Shares
(determined without the above assumption) issued and outstanding on such date; provided that in the event that an entity
other than an Affiliate of the General Partner shall become General Partner pursuant to any merger, consolidation or combination
of the General Partner with or into another entity (the “Successor Entity”), the Conversion Factor shall be
adjusted by multiplying the Conversion Factor by the number of shares of the Successor Entity into which one REIT Share is converted
pursuant to such merger, consolidation or combination, determined as of the date of such merger, consolidation or combination.
Any adjustment to the Conversion Factor shall become effective immediately after the effective date of such event retroactive to
the record date, if any, for such event. If, however, the General Partner receives a Notice of Redemption after the record date,
if any, but prior to the effective date of such event, the Conversion Factor shall be determined as if the General Partner had
received the Notice of Redemption immediately prior to the record date for such event. Notwithstanding the foregoing, no adjustment
shall be made to the Conversion Factor if the number of outstanding Common Units is otherwise adjusted in the same manner and at
the same time as the adjustment to the number of outstanding REIT Shares.


 


“Conversion Notice” has
the meaning set forth in Section 4.05(b) hereof.


 


“Conversion Right” has
the meaning set forth in Section 4.05(a) hereof.


 


“Defaulting Limited Partner”
means a Limited Partner that has failed to pay any amount owed to the Partnership under a Partnership Loan within 15 days after
demand for payment thereof is made by the Partnership.


 


“Disregarded Entity”
means, with respect to any Person, (i) any “qualified REIT subsidiary” (within the meaning of Section 856(i)(2) of
the Code) of such Person, (ii) any entity treated as a disregarded entity for federal income tax purposes with respect to such
Person, or (iii) any grantor trust if the sole owner of the assets of such trust for federal income tax purposes is such Person.


 


“Distributable Amount”
has the meaning set forth in Section 5.02(d) hereof.


 


“Economic Capital Account Balances”
has the meaning set forth in Section 5.01(g) hereof.


 






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“Equity Incentive Plan”
means any equity incentive or compensation plan hereafter adopted by the Partnership or the General Partner, including, without
limitation, the General Partner’s 2015 Equity Incentive Plan.


 


“Event of Bankruptcy”
as to any Person means (i) the filing of a petition for relief as to such Person as debtor or bankrupt under the U.S. Bankruptcy
Code of 1978, as amended, or similar provision of law of any jurisdiction (except if such petition is contested by such Person
and has been dismissed within 90 days); (ii) the insolvency or bankruptcy of such Person as finally determined by a court proceeding;
(iii) the filing by such Person of a petition or application to accomplish the same or for the appointment of a receiver or a trustee
for such Person or a substantial part of his assets; or (iv) the commencement of any proceedings relating to such Person as a debtor
under any other reorganization, arrangement, insolvency, adjustment of debt or liquidation law of any jurisdiction, whether now
in existence or hereinafter in effect, either by such Person or by another, provided that if such proceeding is commenced
by another, such Person indicates his approval of such proceeding, consents thereto or acquiesces therein, or such proceeding is
contested by such Person and has not been finally dismissed within 90 days.


 


“Excepted Holder Limit”
has the meaning set forth in the Articles.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended.


 


“Forced Conversion” has
the meaning set forth in Section 4.05(c) hereof.


 


“Forced Conversion Notice”
has the meaning set forth in Section 4.05(c) hereof.


 


“General Partner” has
the meaning set forth in the first paragraph of this Agreement.


 


“General Partner Loan”
means a loan extended by the General Partner to a Defaulting Limited Partner in the form of a payment on a Partnership Loan by
the General Partner to the Partnership on behalf of the Defaulting Limited Partner.


 


“General Partnership Interest”
means the Partnership Interest held by the General Partner in its capacity as the general partner of the Partnership, which Partnership
Interest is an interest as a general partner under the Act. The General Partnership Interest will be a number of Common Units held
by the General Partner equal to 0.1% of all outstanding Partnership Units. All other Partnership Units owned by the General Partner
and any Partnership Units owned by any Affiliate or Subsidiary of the General Partner shall be considered to constitute a Limited
Partnership Interest.


 


“Indemnified Party” has
the meaning set forth in Section 8.05(f) hereof.


 


“Indemnifying Party”
has the meaning set forth in Section 8.05(f) hereof.


 


“Indemnitee” means (i)
any Person made a party to a proceeding by reason of its status as (A) the General Partner or (B) a director of the General Partner
or an officer or employee of the Partnership, the General Partner or any Subsidiary thereof and (ii) such other Persons (including
Affiliates of the General Partner or the Partnership) as the General Partner may designate from time to time (whether before or
after the event giving rise to potential liability), in its sole and absolute discretion.


 






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“Independent Director”
means a director of the General Partner who is determined by the General Partner to be independent in accordance with the listing
standards of the NASDAQ Stock Market as set forth from time to time.


 


“Junior Shares” has the
meaning set forth in the definition of “Additional Securities.”


 


“Limited Partner” means
any Person named as a Limited Partner on Exhibit A attached hereto, as it may be amended or restated from time to time,
and any Person who becomes a Substitute Limited Partner or any additional Limited Partner, in such Person’s capacity as a
Limited Partner in the Partnership.


 


“Limited Partnership Interest”
means a Partnership Interest held by a Limited Partner at any particular time representing a fractional part of the Partnership
Interest of all Limited Partners, and includes any and all benefits to which the holder of such a Limited Partnership Interest
may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with
all the provisions of this Agreement and of the Act. Limited Partnership Interests may be expressed as a number of Common Units,
LTIP Units or other Partnership Units.


 


“Liquidating Gains” has
the meaning set forth in Section 5.01(g) hereof.


 


“LTIP Unit” means a Partnership
Unit which is designated as an LTIP Unit and which has the rights, preferences and other privileges designated in Section 4.04
hereof and elsewhere in this Agreement in respect of holders of LTIP Units, including both vested LTIP Units and Unvested LTIP
Units. The allocation of LTIP Units among the Partners shall be set forth on Exhibit A as it may be amended or restated
from time to time.


 


“LTIP Unitholder” means
a Partner that holds LTIP Units.


 


“Loss” has the meaning
set forth in Section 5.01(h) hereof.


 


“Majority in Interest”
means Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners.


 


“New Securities” has
the meaning set forth in the definition of “Additional Securities”.


 


“Notice of Redemption”
means a completed Notice of Redemption substantially in the form attached as Exhibit B hereto.


 


“NASDAQ” means the NASDAQ
Stock Market.


 


“Offer” has the meaning
set forth in Section 7.01(c)(ii) hereof.


 


“Offering” means the
underwritten initial public offering of REIT Shares.


 


“Original Agreement”
has the meaning set forth in the first paragraph of this Agreement.


 


“Original Date” has the
meaning set forth in the first paragraph of this Agreement.


 






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“Original Limited Partner”
has the meaning set forth in the first paragraph of this Agreement.


 


“Partner” means any General
Partner or Limited Partner, and “Partners” means the General Partner and the Limited Partners.


 


“Partner Nonrecourse Debt Minimum
Gain” has the meaning set forth in Regulations Section 1.704-2(i). A Partner’s share of Partner Nonrecourse Debt
Minimum Gain shall be determined in accordance with Regulations Section 1.704-2(i)(5).


 


“Partnership” means RiverBanc
Multifamily LP, a limited partnership formed and continued under the Act and pursuant to this Agreement, and any successor thereto.


 


“Partnership Interest”
means an ownership interest in the Partnership held by a Partner, and includes any and all benefits to which the holder of such
a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with
the terms and provisions of this Agreement. A Partnership Interest may be expressed as a number of Common Units, LTIP Units or
other Partnership Units.


 


“Partnership Loan” means
a loan from the Partnership to the Partner on the day the Partnership pays over the excess of the Withheld Amount over the Distributable
Amount to a taxing authority.


 


“Partnership Minimum Gain”
has the meaning set forth in Regulations Section 1.704-2(d). In accordance with Regulations Section 1.704-2(d), the amount of Partnership
Minimum Gain is determined by first computing, for each Partnership nonrecourse liability, any gain the Partnership would realize
if it disposed of the property subject to that liability for no consideration other than full satisfaction of the liability, and
then aggregating the separately computed gains. A Partner’s share of Partnership Minimum Gain shall be determined in accordance
with Regulations Section 1.704-2(g)(1).


 


“Partnership Record Date”
means the record date established by the General Partner for the distribution of cash pursuant to Section 5.02 hereof, which record
date shall be the same as the record date established by the General Partner for a distribution to its stockholders of some or
all of its portion of such distribution.


 


“Partnership Unit” means
a fractional, undivided share of the Partnership Interests of all Partners issued hereunder, and includes Common Units, LTIP Units
and any other class or series of Partnership Units that may be established after the date hereof in accordance with the terms hereof.
The number of Partnership Units outstanding and the Percentage Interests represented by such Partnership Units are set forth on
Exhibit A hereto, as it may be amended or restated from time to time.


 


“Partnership Unit Designation”
has the meaning set forth in Section 4.02(a)(i) hereof.


 


“Percentage Interest”
means the percentage determined by dividing the number of Common Units of a Partner by the aggregate number of Common Units of
all Partners, treating LTIP Units, in accordance with Section 4.04(a), as Common Units for this purpose.


 






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“Person” means any individual,
partnership, corporation, limited liability company, joint venture, trust or other entity.


 


“Preferred Shares” has
the meaning set forth in the definition of “Additional Securities.”


 


“Profit” has the meaning
set forth in Section 5.01(h) hereof.


 


“Property” means any
property or other investment in which the Partnership, directly or indirectly, holds an ownership interest.


 


“Redeeming Limited Partner”
has the meaning set forth in Section 8.04(a) hereof.


 


“Redemption Shares” has
the meaning set forth in Section 8.06(a) hereof.


 


“Regulations” means the
Federal Income Tax Regulations issued under the Code, as amended and as subsequently amended from time to time. Reference to any
particular provision of the Regulations shall mean that provision of the Regulations on the date hereof and any successor provision
of the Regulations.


 


“REIT” means a real estate
investment trust under Sections 856 through 860 of the Code.


 


“REIT Expenses” means
(i) costs and expenses relating to the formation and continuity of existence and operation of the General Partner and any Subsidiaries
thereof (which Subsidiaries shall, for purposes hereof, be included within the definition of the General Partner), including taxes,
fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer or employee of
the General Partner, (ii) costs and expenses relating to any public offering and registration, or private offering, of securities
by the General Partner, and all statements, reports, fees and expenses incidental thereto, including, without limitation, underwriting
discounts and selling commissions applicable to any such offering of securities, and any costs and expenses associated with any
claims made by any holders of such securities or any underwriters or placement agents thereof, (iii) costs and expenses associated
with any repurchase of any securities by the General Partner, (iv) costs and expenses associated with the preparation and filing
of any periodic or other reports and communications by the General Partner under federal, state or local laws or regulations, including
filings with the Commission, (v) costs and expenses associated with compliance by the General Partner with laws, rules and regulations
promulgated by any regulatory body, including the Commission and any securities exchange, (vi) costs and expenses associated with
any health, dental, vision, disability, life insurance, 401(k) plan, incentive plan, bonus plan or other plan providing for compensation
or benefits for the employees of the General Partner, (vii) costs and expenses incurred by the General Partner relating to any
issuing or redemption of Partnership Interests and (viii) all other operating , financing or administrative costs of the General
Partner incurred in the ordinary course of its business on behalf of or related to the Partnership.


 


“REIT Payment” has the
meaning set forth in Section 12.10 hereof.


 


“REIT Shares” means shares
of common stock, $0.01 par value per share, of the General Partner (or the Successor Entity, as the case may be).


 






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“REIT Shares Amount”
means the number of REIT Shares equal to the product of (X) the number of Common Units offered for redemption by a Redeeming Limited
Partner, multiplied by (Y) the Conversion Factor as adjusted to and including the Specified Redemption Date; provided that
in the event that prior to the Specified Redemption Date, the General Partner issues to all holders of REIT Shares rights, options,
warrants or convertible or exchangeable securities entitling the holders of REIT Shares to subscribe for or purchase or otherwise
acquire additional REIT Shares, or any other securities or property (collectively, the “Rights”), and such Rights
have not expired at the Specified Redemption Date, then the REIT Shares Amount shall also include such Rights issuable to a holder
of the REIT Shares Amount on the record date fixed for purposes of determining the holders of REIT Shares entitled to Rights.


 


“Restriction Notice”
has the meaning set forth in Section 8.04(f) hereof.


 


“Rights” has the meaning
set forth in the definition of “REIT Shares Amount” herein.


 


“Rule 144” has the meaning
set forth in Section 8.05(c) hereof.


 


“S-3 Eligible Date” has
the meaning set forth in Section 8.05(a) hereof.


 


“Safe Harbor” has the
meaning set forth in Section 10.05(d) hereof.


 


“Safe Harbor Election”
has the meaning set forth in Section 10.05(d) hereof.


 


“Safe Harbor Interests”
has the meaning set forth in Section 10.05(d) hereof.


 


“Securities Act” means
the Securities Act of 1933, as amended.


 


“Service” means the Internal
Revenue Service.


 


“Stock Ownership Limit”
has the meaning set forth in the Articles.


 


“Specified Redemption Date”
means the first business day of the calendar quarter that is at least 60 calendar days after the receipt by the General Partner
of a Notice of Redemption.


 


“Subsidiary” means, with
respect to any Person, any corporation or other entity of which a majority of (i) the voting power of the voting equity securities
or (ii) the outstanding equity interests is owned, directly or indirectly, by such Person.


 


“Subsidiary Partnership”
means any partnership or limited liability company in which the General Partner, the Partnership, or a wholly owned subsidiary
of the General Partner or the Partnership owns a partnership or limited liability company interest.


 


“Substitute Limited Partner”
means any Person admitted to the Partnership as a Limited Partner pursuant to Section 9.03 hereof.


 


“Successor Entity” has
the meaning set forth in the definition of “Conversion Factor” herein.


 


“Survivor” has the meaning
set forth in Section 7.01(d) hereof.


 






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“Tax Matters Partner”
has the meaning set forth within Section 6231(a)(7) of the Code.


 


“Trading Day” means a
day on which the principal national securities exchange on which a security is listed or admitted to trading is open for the transaction
of business or, if a security is not listed or admitted to trading on any national securities exchange, shall mean any day other
than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or
executive order to close.


 


“Transaction” has the
meaning set forth in Section 7.01(c) hereof.


 


“Transfer” has the meaning
set forth in Section 9.02(a) hereof.


 


“TRS” means a taxable
REIT subsidiary (as defined in Section 856(l) of the Code) of the General Partner.


 


“Unvested LTIP Units”
has the meaning set forth in Section 4.04(c) hereof.


 


“Value” means, with respect
to any security, the average of the daily market prices of such security for the ten consecutive Trading Days immediately preceding
the date of such valuation. The market price for each such Trading Day shall be: (i) if the security is listed or admitted to trading
on the NASDAQ or any other national securities exchange, the last reported sale price, regular way, on such day, or if no such
sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day; (ii) if the security is
not listed or admitted to trading on the NASDAQ or any other national securities exchange, the last reported sale price on such
day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable
quotation source designated by the General Partner; or (iii) if the security is not listed or admitted to trading on the NASDAQ
or any national securities exchange and no such last reported sale price or closing bid and asked prices are available, the average
of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General
Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported,
on the most recent day (not more than ten days prior to the date in question) for which prices have been so reported; provided
that if there are no bid and asked prices reported during the ten days prior to the date in question, the value of the security
shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers,
in its reasonable judgment, appropriate. In the event the security includes any additional rights (including any Rights), then
the value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other
information as it considers, in its reasonable judgment, appropriate.


 


“Vested LTIP Units” has
the meaning set forth in Section 4.04(c) hereof.


 


“Vesting Agreement” means
each or any, as the context implies, agreement or instrument entered, other than this Agreement, into by an LTIP Unitholder upon
acceptance of an award of LTIP Units under an Equity Incentive Plan.


 


“Withheld Amount” means
any amount required to be withheld by the Partnership to pay over to any taxing authority as a result of any allocation or distribution
of income to a Partner.


 






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ARTICLE
II



FORMATION OF THE PARTNERSHIP


 


2.01
Formation of the Partnership. The Partnership was formed as a limited partnership pursuant to the provisions
of the Act and is continued upon the terms and conditions set forth in this Agreement. Concurrently with the execution of this
Agreement, the Original Limited Partner is withdrawing from the Partnership and relinquishing any and all rights or interest the
Original Limited Partner may have in the Partnership other than as set forth on Exhibit A, and the Partnership is continued
without dissolution. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration
and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property
for all purposes.


 


2.02
Name. The name of the Partnership shall be “RiverBanc Multifamily LP” and the Partnership’s
business may be conducted under any other name or names deemed advisable by the General Partner, including the name of the General
Partner or any Affiliate thereof. The words “Limited Partnership,” “LP,” “L.P.” or “Ltd.”
or similar words or letters shall be included in the Partnership’s name where necessary for the purposes of complying with
the laws of any jurisdiction that so requires. The General Partner in its sole and absolute discretion may change the name of the
Partnership at any time and from time to time and shall notify the Partners of such change in the next regular communication to
the Partners; provided that failure to so notify the Partners shall not invalidate such change or the authority granted
hereunder.


 


2.03
Registered Office and Agent; Principal Office. The registered office of the Partnership in the State of
Delaware is located at Capitol Services, Inc., 1675 South State Street, Suite B, Dover, DE 19901, and the registered agent for
service of process on the Partnership in the State of Delaware at such registered office is Capitol Services, Inc., a Delaware
corporation. The principal office of the Partnership is located at 227 W. Trade St., Suite 900, Charlotte, NC 28202, or such other
place as the General Partner may from time to time designate. Upon such a change of the principal office of the Partnership, the
General Partner shall notify the Partners of such change in the next regular communication to the Partners; provided that
failure to so notify the Partners shall not invalidate such change or the authority granted hereunder. The Partnership may maintain
offices at such other place or places within or outside the State of Delaware as the General Partner deems necessary or desirable.


 


2.04
Term and Dissolution.


 


(a)
The term of the Partnership shall continue in full force and effect until dissolved upon the first to occur of any of the
following events:


 


(i)
the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General
Partner unless the business of the Partnership is continued pursuant to Section 7.03(b) hereof; provided that if a General
Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution,
death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the
Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional
partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;


 






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(ii)
the passage of 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership
(provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition,
the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such installment
obligations are paid in full);


 


(iii)
the redemption of all Limited Partnership Interests (other than any Limited Partnership Interests held by the General Partner),
unless the General Partner determines to continue the term of the Partnership by the admission of one or more additional Limited
Partners; or


 


(iv)
the dissolution of the Partnership upon election by the General Partner.


 


(b)
Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.03(b) hereof),
the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel the Certificate of Limited
Partnership and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section
5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from
distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s
debts and obligations) or (ii) distribute the assets to the Partners in kind.


 


2.05
Filing of Certificate and Perfection of Limited Partnership. The General Partner shall execute, acknowledge,
record and file at the expense of the Partnership a Certificate and any and all amendments thereto and all requisite fictitious
name statements and notices in such places and jurisdictions as may be necessary to cause the Partnership to be treated as a limited
partnership under, and otherwise to comply with, the laws of each state or other jurisdiction in which the Partnership conducts
business.


 


2.06
Certificates Describing Partnership Units. At the request of a Limited Partner, the General Partner, at
its option, may issue a certificate summarizing the terms of such Limited Partner’s interest in the Partnership, including
the class or series and number of Partnership Units owned and the Percentage Interest represented by such Partnership Units as
of the date of such certificate. Any such certificate (i) shall be in form and substance as determined by the General Partner,
(ii) shall not be negotiable and (iii) shall bear a legend to the following effect:


 


THIS CERTIFICATE IS NOT NEGOTIABLE. THE PARTNERSHIP UNITS REPRESENTED
BY THIS CERTIFICATE ARE GOVERNED BY AND TRANSFERABLE ONLY IN ACCORDANCE WITH (A) THE PROVISIONS OF THE AGREEMENT OF LIMITED PARTNERSHIP
OF RIVERBANC MULTIFAMILY LP, AS AMENDED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME, AND (B) ANY APPLICABLE FEDERAL OR STATE SECURITIES
OR BLUE SKY LAWS.


 






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ARTICLE
III



BUSINESS OF THE PARTNERSHIP


 


The purpose and nature of the business to
be conducted by the Partnership is (i) to conduct any business, enterprise or activity that may be lawfully conducted by a limited
partnership organized pursuant to the Act, provided that such business shall be limited to and conducted in such a manner
as to permit the General Partner at all times to qualify as a REIT, unless the General Partner otherwise ceases to, or the Board
of Directors determines, pursuant to the Articles, that the General Partner shall no longer, qualify as a REIT, (ii) to enter into
any partnership, joint venture, business or statutory trust arrangement or other similar arrangement to engage in any of the foregoing
or the ownership of interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to
the foregoing. The Partnership may not, without the General Partner’s specific consent, which it may give or withhold in
its sole and absolute discretion, take or refrain from taking, any action that, in its judgment, in its sole and absolute discretion
(i) could adversely affect the General Partner’s ability to continue to qualify as a REIT, (ii) could subject the General
Partner to any taxes under Sections 857 or 4981 of the Code or any other related or successor provision under the Code or (iii)
could violate any law or regulation of any governmental body or agency having jurisdiction over the General Partner, its securities
or the Partnership. In connection with the foregoing, and without limiting the General Partner’s right in its sole and absolute
discretion to cease qualifying as a REIT, the Partners acknowledge that the General Partner intends to elect REIT status and the
avoidance of income and excise taxes on the General Partner inures to the benefit of all the Partners and not solely to the General
Partner. Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate or revoke its status
as a REIT under the Code at any time. The General Partner shall also be empowered to do any and all acts and things necessary or
prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” taxable as a corporation
for purposes of Section 7704 of the Code.


 


ARTICLE
IV



CAPITAL CONTRIBUTIONS AND ACCOUNTS


 


4.01
Capital Contributions. The General Partner and each Limited Partner has made or is deemed to have made
a capital contribution to the Partnership in exchange for the Partnership Units set forth opposite such Partner’s name on
Exhibit A hereto, as it may be amended or restated from time to time by the General Partner to the extent necessary to reflect
accurately sales, exchanges or other Transfers, redemptions, Capital Contributions, the issuance of additional Partnership Units
or similar events having an effect on a Partner’s ownership of Partnership Units.


 


4.02
Additional Capital Contributions and Issuances of Additional Partnership Units. Except as provided in
this Section 4.02 or in Section 4.03 hereof, the Partners shall have no right or obligation to make any additional Capital Contributions
or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive
additional Partnership Interests, in the form of Partnership Units, in respect thereof, in the manner contemplated in this Section
4.02.


 






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(a)
Issuances of Additional Partnership Units.


 


(i)
General. As of the effective date of this Agreement, the Partnership shall have authorized two classes of Partnership
Units, entitled “Common Units” and “LTIP Units.” The General Partner is hereby authorized to cause the
Partnership to issue additional Partnership Interests, in the form of Partnership Units, for any Partnership purpose at any time
or from time to time to the Partners (including the General Partner) or to other Persons for such consideration and on such terms
and conditions as shall be established by the General Partner in its sole and absolute discretion, all without the approval of
any Limited Partners. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the
adequacy of consideration relates to whether the Partnership Units are validly issued and fully paid. Any additional Partnership
Units issued thereby may be issued in one or more classes, or one or more series of any of such classes, with such designations,
preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties
senior to the then-outstanding Partnership Units held by the Limited Partners, all as shall be determined by the General Partner
in its sole and absolute discretion and without the approval of any Limited Partner, subject to Delaware law that cannot be preempted
by the terms hereof and, except with respect to LTIP Units, as set forth in a written document hereafter attached to and made an
exhibit to this Agreement (each, a “Partnership Unit Designation”), which document shall include, without limitation,
(i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership
Units; (ii) the right of each such class or series of Partnership Units to share in Partnership distributions; and (iii) the rights
of each such class or series of Partnership Units upon dissolution and liquidation of the Partnership; provided that no
additional Partnership Units shall be issued to the General Partner (or any direct or indirect wholly owned Subsidiary of the General
Partner) unless:


 


(1)
(A) the additional Partnership Units are issued in connection with an issuance of REIT Shares or other capital stock of,
or other interests in, the General Partner, which REIT Shares, capital stock or other interests have designations, preferences
and other rights, all such that the economic interests are substantially similar to the designations, preferences and other rights
of the additional Partnership Units issued to the General Partner (or any direct or indirect wholly owned Subsidiary of the General
Partner) by the Partnership in accordance with this Section 4.02 and (B) the General Partner (or any direct or indirect wholly
owned Subsidiary of the General Partner) shall make a Capital Contribution to the Partnership in an amount equal to the cash consideration
received by the General Partner, if any, from the issuance of such REIT Shares, capital stock or other interests in the General
Partner;


 


(2)
the additional Partnership Units are issued in connection with an issuance of REIT Shares or other capital stock of, or
other interests in, the General Partner pursuant to a taxable share dividend declared by the General Partner, which REIT Shares,
capital stock or interests have designations, preferences and other rights, all such that the economic interests are substantially
similar to the designations, preferences and other rights of the additional Partnership Units issued to the General Partner (or
any direct or indirect wholly owned Subsidiary of the General Partner) by the Partnership in accordance with this Section 4.02,
provided that (A) if the General Partner allows the holders of its REIT Shares to elect whether to receive such dividend
in REIT Shares or other capital stock of, or other interests in, the General Partner, or cash, the Partnership will give the Limited
Partners (excluding the General Partner or any direct or indirect Subsidiary of the General Partner) the same ability to elect
to receive (I) Partnership Units or cash or, (II) at the election of the General Partner, REIT Shares, capital stock or other interests
in the General Partner or cash, and (B) if the Partnership issues additional Partnership Units pursuant to this Section 4.02(a)(i)(2),
then an amount of income equal to the value of the Partnership Units received will be allocated to those holders of Common Units
that elect to receive additional Partnership Units;


 






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(3)
the additional Partnership Units are issued in exchange for property owned by the General Partner (or any direct or indirect
wholly owned Subsidiary of the General Partner) with a fair market value, as determined by the General Partner, in good faith,
equal to the value of the Partnership Units; or


 


(4)
Common Units are issued to all Partners owning Common Units or LTIP Units in proportion to their respective Percentage Interests.


 


Without limiting the foregoing, the General Partner is expressly
authorized to cause the Partnership to issue Partnership Units for less than fair market value, so long as the General Partner
concludes in good faith that such issuance is in the best interests of the Partnership. Upon the issuance of any additional Partnership
Units, the General Partner shall amend Exhibit A as appropriate to reflect such issuance.


 


(ii)
Upon Issuance of Additional Securities. The General Partner shall not issue any Additional Securities (other than
REIT Shares issued in connection with an exchange pursuant to Section 8.04 hereof or REIT Shares or other capital stock of or other
interests in the General Partner issued in connection with a taxable stock dividend as described in Section 4.02(a)(i)(2) hereof)
or any transaction that would cause an adjustment to the Conversion Factor or Rights other than to all holders of REIT Shares,
Preferred Shares, Junior Shares or New Securities, as the case may be, unless (A) the General Partner shall cause the Partnership
to issue to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) Partnership Units or
Rights having designations, preferences and other rights, all such that the economic interests are substantially similar to those
of the Additional Securities, and (B) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner)
contributes the proceeds from the issuance of such Additional Securities and from any exercise of Rights contained in such Additional
Securities to the Partnership; provided that the General Partner is allowed to issue Additional Securities in connection
with an acquisition of Property to be held directly by the General Partner, but if and only if, such direct acquisition and issuance
of Additional Securities have been approved by a majority of the Independent Directors. Without limiting the foregoing, the General
Partner is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized
to cause the Partnership to issue to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner)
corresponding Partnership Units, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests
of the General Partner and the Partnership and (y) the General Partner (or any direct or indirect wholly owned Subsidiary of the
General Partner) contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of
REIT Shares and corresponding Partnership Units pursuant to a stock purchase plan providing for purchases of REIT Shares at a discount
from fair market value or pursuant to stock awards, including stock options that have an exercise price that is less than the fair
market value of the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other stock awards
approved by the Board of Directors. For example, in the event the General Partner issues REIT Shares for a cash purchase price
and the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all of the proceeds
of such issuance to the Partnership as required hereunder, the General Partner (or any direct or indirect wholly owned Subsidiary
of the General Partner) shall be issued a number of additional Partnership Units equal to the product of (A) the number of such
REIT Shares issued by the General Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator
of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.


 






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(b)
Certain Contributions of Proceeds of Issuance of REIT Shares. In connection with any and all issuances of REIT Shares,
the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) shall make Capital Contributions
to the Partnership of the proceeds therefrom (if any), provided that if the proceeds actually received and contributed by
the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) are less than the gross proceeds
of such issuance as a result of any underwriter’s discount, commissions, placement fees or other expenses paid or incurred
in connection with such issuance, then the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner)
shall be deemed to have made a Capital Contribution to the Partnership in the amount equal to the sum of the net proceeds of such
issuance plus the amount of such underwriter’s discount, commissions, placement fees or other expenses paid by the General
Partner, and the Partnership shall be deemed simultaneously to have reimbursed such discount, commissions, placement fees and expenses
as an Administrative Expense for the benefit of the Partnership for purposes of Section 6.05(b) hereof.


 


(c)
Repurchases of General Partner Securities. If the General Partner shall repurchase shares of any class or series
of its capital stock, the purchase price thereof and all costs incurred in connection with such repurchase shall be reimbursed
to the General Partner by the Partnership pursuant to Section 6.05 hereof and the General Partner shall cause the Partnership to
redeem an equivalent number of Partnership Units of the appropriate class or series held by the General Partner, or by the General
Partner in its capacity as a Limited Partner (which, in the case of REIT Shares, shall be a number equal to the quotient of the
number of such REIT Shares divided by the Conversion Factor).


 


4.03
Additional Funding. If the General Partner determines that it is in the best interests of the Partnership
to provide for additional Partnership funds (“Additional Funds”) for any Partnership purpose, the General Partner
may (i) cause the Partnership to obtain such funds from outside borrowings or (ii) elect to have the General Partner or any of
its Affiliates provide such Additional Funds to the Partnership through loans or otherwise.


  






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4.04
LTIP Units.


 


(a)
Issuance of LTIP Units. Notwithstanding anything contained herein to the contrary, the General Partner may from time
to time issue LTIP Units to Persons who provide services to or for the benefit of the Partnership or the General Partner for such
consideration as the General Partner may determine to be appropriate, and admit such Persons as Limited Partners. Subject to the
following provisions of this Section 4.04 and the special provisions of Sections 4.05 and 5.01(g) hereof, LTIP Units shall be treated
as Common Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Partners’
Percentage Interests, holders of LTIP Units shall be treated as Common Unit holders and LTIP Units shall be treated as Common Units.
In particular, the Partnership shall maintain at all times a one-to-one correspondence between LTIP Units and Common Units for
conversion, distribution and other purposes, including, without limitation, complying with the following procedures:



 


(i)
If an Adjustment Event (as defined below) occurs, then the General Partner shall make a corresponding adjustment to the
LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Common Units and LTIP Units. The following
shall be “Adjustment Events”: (A) the Partnership makes a distribution on all outstanding Common Units in the
form of Partnership Units, (B) the Partnership subdivides the outstanding Common Units into a greater number of units or combines
the outstanding Common Units into a smaller number of units or (C) the Partnership issues any Partnership Units in exchange for
its outstanding Common Units by way of a reclassification or recapitalization of its Common Units. If more than one Adjustment
Event occurs, the adjustment to the LTIP Units need be made only once using a single formula that takes into account each and every
Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment
Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business Common Unit
Transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment
plan or (z) the issuance of any Partnership Units to the General Partner in respect of a capital contribution to the Partnership
of proceeds from the sale of Additional Securities by the General Partner. If the Partnership takes an action affecting the Common
Units other than actions specifically described above as “Adjustment Events” and in the opinion of the General Partner
such action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the General
Partner shall have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by any Equity Incentive
Plan and Vesting Agreement, in such manner and at such time as the General Partner, in its sole discretion, may determine to be
appropriate under the circumstances. If an adjustment is made to the LTIP Units, as herein provided, the Partnership shall promptly
file in the books and records of the Partnership an officer’s certificate setting forth such adjustment and a brief statement
of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent
manifest error. Promptly after filing of such certificate, the Partnership shall deliver a notice to each LTIP Unitholder setting
forth the adjustment to his or her LTIP Units and the effective date of such adjustment; provided that the failure to deliver
such notice shall not invalidate the adjustment or the authority granted hereunder, and


 


(ii)
The LTIP Unitholders shall, when, as and if authorized and declared by the General Partner out of assets legally available
for that purpose, be entitled to receive distributions in an amount per LTIP Unit equal to the distributions per Common Unit (the
“Common Partnership Unit Distribution”) paid to holders of Common Units on such Partnership Record Date established
by the General Partner with respect to such distribution; provided that the distributions of assets on liquidation, dissolution
or winding up shall be made solely in accordance with the Partners’ positive Capital Account Balances as provided in Section
5.06(a) hereof. So long as any LTIP Units are outstanding, no distributions (whether in cash or in kind) shall be authorized, declared
or paid on Common Units, unless equal distributions have been or contemporaneously are authorized, declared and paid on the LTIP
Units; provided that the distributions of assets on liquidation, dissolution or winding up shall be made solely in accordance
with the Partners’ positive Capital Account Balances as provided in Section 5.06(a) hereof.


 






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(b)
Priority. Subject to the provisions of this Section 4.04, the special provisions of Sections 4.05 and 5.01(g) hereof
and any Vesting Agreement, the LTIP Units shall rank pari passu with the Common Units as to the payment of regular and special
periodic or other distributions; provided that the distributions of assets on liquidation, dissolution or winding up shall
be made solely in accordance with the Partners’ positive Capital Account Balances as provided in Section 5.06(a) hereof.
As to the payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up, any class or series
of Partnership Units which by its terms specifies that it shall rank junior to, on a parity with, or senior to the Common Units
shall also rank junior to, or pari passu with, or senior to, as the case may be, the LTIP Units; provided that the
distributions of assets on liquidation, dissolution or winding up shall be made solely in accordance with the Partners’ positive
Capital Account Balances as provided in Section 5.06(a) hereof. Subject to the terms of any Vesting Agreement, an LTIP Unitholder
shall be entitled to transfer his or her LTIP Units to the same extent, and subject to the same restrictions as holders of Common
Units are entitled to transfer their Common Units pursuant to Article IX.


 


(c)
Special Provisions. LTIP Units shall be subject to the following special provisions:


 


(i)
Vesting Agreements. LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting,
forfeiture and additional restrictions on transfer pursuant to the terms of a Vesting Agreement. The terms of any Vesting Agreement
may be modified by the General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed
by the relevant Vesting Agreement or by the Equity Incentive Plan, if applicable. LTIP Units that have vested under the terms of
a Vesting Agreement are referred to as “Vested LTIP Units”; all other LTIP Units shall be treated as “Unvested
LTIP Units.” Upon grant, the grantee of any LTIP Unit shall be treated as a Partner for all purposes. The Partners acknowledge
that the liquidation value of each LTIP Unit shall be zero upon grant, the amount equal to the zero Capital Account balance of
such LTIP Unit upon grant, for all purposes (including Section 10.05(d)).


 


(ii)
Forfeiture. Unless otherwise specified in the Vesting Agreement or in any applicable compensatory plan, program or
arrangement pursuant to which LTIP Units are issued, upon the occurrence of any event specified in a Vesting Agreement, plan, program
or arrangement as resulting in either the right of the Partnership or the General Partner to repurchase LTIP Units at a specified
purchase price or some other forfeiture of any LTIP Units, then if the Partnership or the General Partner exercises such right
to repurchase or forfeiture or upon the occurrence of the event causing forfeiture in accordance with the applicable Vesting Agreement,
plan, program or arrangement, the relevant LTIP Units shall immediately, and without any further action, be treated as cancelled
and no longer outstanding for any purpose. Unless otherwise specified in the Vesting Agreement, plan, program or arrangement, no
consideration or other payment shall be due with respect to any LTIP Units that have been forfeited, other than any distributions
declared with respect to a Partnership Record Date prior to the effective date of the forfeiture. In connection with any repurchase
or forfeiture of LTIP Units, the balance of the portion of the Capital Account of the LTIP Unitholder that is attributable to all
of such LTIP Unitholder’s LTIP Units shall be reduced by the amount, if any, by which it exceeds the product of (A) the balance
of the LTIP Unitholder’s Capital Account attributable to all of the LTIP Units held prior to the repurchase or forfeiture
and (B) the quotient obtained by dividing (x) the number of LTIP Units, if any, held by the LTIP Unitholder after the repurchase
or forfeiture and (y) the number of LTIP Units held by the LTIP Unitholder prior to the repurchase or forfeiture.


 






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(iii)
Allocations. LTIP Unitholders shall be entitled to certain special allocations of gain under Section 5.01(g) hereof.


 


(iv)
Redemption. The Common Unit Redemption Right provided to Limited Partners under Section 8.04 hereof shall not apply
with respect to LTIP Units unless and until they are converted to Common Units as provided in clause (v) below and Section 4.05
hereof.


 


(v)
Conversion to Common Units. Vested LTIP Units are eligible to be converted into Common Units in accordance with Section
4.05 hereof.


 


(d)
Voting. LTIP Unitholders shall (a) have the same voting rights as the holders of Common Units, with all Vested LTIP
Units and Unvested LTIP Units voting as a single class with the Common Units and having one vote per LTIP Unit; and (b) have the
additional voting rights that are expressly set forth below. So long as any LTIP Units remain outstanding, the Partnership shall
not, without the affirmative vote of the holders of a majority of the LTIP Units (Vested LTIP Units and Unvested LTIP Units) outstanding
at the time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal,
whether by merger, consolidation or otherwise, the provisions of this Agreement applicable to LTIP Units so as to materially and
adversely affect (as determined in good faith by the General Partner) any right, privilege or voting power of the LTIP Units or
the LTIP Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights,
privileges and voting powers of the holders of Common Units; but subject, in any event, to the following provisions:


 


(i)
With respect to any Common Unit Transaction, so long as the LTIP Units are treated in accordance with Section 4.05(f) hereof,
the consummation of such Common Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences,
privileges or voting powers of the LTIP Units or the LTIP Unitholders as such; and


 


(ii)
Any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation
additional Common Units or LTIP Units, whether ranking senior to, junior to, or on a parity with the LTIP Units with respect to
distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and
adversely affect such rights, preferences, privileges or voting powers of the LTIP Units or the LTIP Unitholders as such.


 


The foregoing voting provisions will not
apply if, at or prior to the time when the act with respect to which such vote would otherwise be required will be effected, all
outstanding LTIP Units shall have been converted into Common Units.


 






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4.05
Conversion of LTIP Units.


 


(a)
Subject to the provisions of this Section 4.05, an LTIP Unitholder shall have the right (the “Conversion Right”),
at such holder’s option, at any time to convert all or a portion of such holder’s Vested LTIP Units into Common Units;
provided that a holder may not exercise the Conversion Right for less than 1,000 Vested LTIP Units or, if such holder holds
less than 1,000 Vested LTIP Units, all of the Vested LTIP Units held by such holder. LTIP Unitholders shall not have the right
to convert Unvested LTIP Units into Common Units until they become Vested LTIP Units; provided that when an LTIP Unitholder
is notified of the expected occurrence of an event that will cause such LTIP Unitholder’s Unvested LTIP Units to become Vested
LTIP Units, such LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of
vesting and such Conversion Notice, unless subsequently revoked by the LTIP Unitholder, shall be accepted by the Partnership subject
to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Common
Units. In all cases, the conversion of any LTIP Units into Common Units shall be subject to the conditions and procedures set forth
in this Section 4.05.


 


(b)
A holder of Vested LTIP Units may convert such LTIP Units into an equal number of fully paid and non-assessable Common Units,
giving effect to all adjustments (if any) made pursuant to Section 4.04 hereof. Notwithstanding the foregoing, in no event may
a holder of Vested LTIP Units convert a number of Vested LTIP Units that exceeds (x) the Economic Capital Account Balance of such
Limited Partner, to the extent attributable to its ownership of LTIP Units, divided by (y) the Common Unit Economic Balance, in
each case as determined as of the effective date of conversion (the “Capital Account Limitation”).


 


In order to exercise the Conversion Right,
an LTIP Unitholder shall deliver a notice (a “Conversion Notice”) in the form attached as Exhibit D hereto
to the Partnership (with a copy to the General Partner) not less than ten nor more than 60 days prior to a date (the “Conversion
Date”) specified in such Conversion Notice; provided that if the General Partner has not given to the LTIP Unitholders
notice of a proposed or upcoming Common Unit Transaction at least 30 days prior to the effective date of such Common Unit Transaction,
then LTIP Unitholders shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth day after such notice
from the General Partner of a Common Unit Transaction or (y) the third Trading Day immediately preceding the effective date of
such Common Unit Transaction. A Conversion Notice shall be provided in the manner provided in Section 12.01 hereof. Each LTIP Unitholder
covenants and agrees with the Partnership that all Vested LTIP Units to be converted pursuant to this Section 4.05(b) shall be
free and clear of all liens, claims and encumbrances. Notwithstanding anything herein to the contrary, a holder of LTIP Units may
deliver a Notice of Redemption pursuant to Section 8.04(a) hereof relating to those Common Units that will be issued to such holder
upon conversion of such LTIP Units into Common Units in advance of the Conversion Date; provided that the redemption of
such Common Units by the Partnership shall in no event take place until on or after the Conversion Date. For clarity, it is noted
that the objective of this paragraph is to put an LTIP Unitholder in a position where, if such holder so wishes, the Common Units
into which such holder’s Vested LTIP Units will be converted can be tendered to the Partnership for redemption simultaneously
with such conversion, with the further consequence that, if the General Partner elects to assume the Partnership’s redemption
obligation with respect to such Common Units under Section 8.04(b) hereof by delivering to such holder the REIT Shares Amount,
then such holder can have the REIT Shares Amount issued to such holder simultaneously with the conversion of such holder’s
Vested LTIP Units into Common Units. The General Partner and LTIP Unitholder shall reasonably cooperate with each other to coordinate
the timing of the events described in the foregoing sentence.


 






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(c)
The Partnership, at any time at the election of the General Partner, may cause any number of Vested LTIP Units held by an
LTIP Unitholder to be converted (a “Forced Conversion”) into an equal number of Common Units, giving effect
to all adjustments (if any) made pursuant to Section 4.04 hereof; provided that the Partnership may not cause Forced Conversion
of any LTIP Units that would not at the time be eligible for conversion at the option of such LTIP Unitholder pursuant to Section
4.05(b) hereof. In order to exercise its right of Forced Conversion, the Partnership shall deliver a notice (a “Forced
Conversion Notice”) in the form attached as Exhibit E hereto to the applicable LTIP Unitholder not less than ten
nor more than 60 days prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion Notice shall
be provided in the manner provided in Section 12.01 hereof and shall be revocable by the General Partner at any time prior to the
Forced Conversion.


 


(d)
A conversion of Vested LTIP Units for which the holder thereof has given a Conversion Notice or the Partnership has given
a Forced Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any
action on the part of such LTIP Unitholder, as of which time such LTIP Unitholder shall be credited on the books and records of
the Partnership with the issuance as of the opening of business on the next day of the number of Common Units issuable upon such
conversion. After the conversion of LTIP Units as aforesaid, the Partnership shall deliver to such LTIP Unitholder, upon his or
her written request, a certificate of the General Partner certifying the number of Common Units and remaining LTIP Units, if any,
held by such person immediately after such conversion. The Assignee of any Limited Partner pursuant to Article IX hereof may exercise
the rights of such Limited Partner pursuant to this Section 4.05 and such Limited Partner shall be bound by the exercise of such
rights by the Assignee.


 


(e)
For purposes of making future allocations under Section 5.01(g) hereof and applying the Capital Account Limitation, the
portion of the Economic Capital Account Balance of the applicable LTIP Unitholder that is treated as attributable to his or her
LTIP Units shall be reduced, as of the date of conversion, by the product of the number of LTIP Units converted and the Common
Unit Economic Balance.


 


(f)
If the Partnership or the General Partner shall be a party to any Common Unit Transaction (including without limitation
a merger, consolidation, unit exchange, self tender offer for all or substantially all Common Units or other business combination
or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any Common Unit Transaction
which constitutes an Adjustment Event) in each case as a result of which Common Units shall be exchanged for or converted into
the right, or the holders of Common Units shall otherwise be entitled, to receive cash, securities or other property or any combination
thereof (each of the foregoing being referred to herein as a “Common Unit Transaction”), then the General Partner
shall, subject to the terms of any applicable Equity Incentive Plan or Vesting Agreement, exercise immediately prior to the Common
Unit Transaction its right to cause a Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion,
taking into account any allocations that occur in connection with the Common Unit Transaction or that would occur in connection
with the Common Unit Transaction if the assets of the Partnership were sold at the Common Unit Transaction price or, if applicable,
at a value determined by the General Partner in good faith using the value attributed to the Partnership Units in the context of
the Common Unit Transaction (in which case the Conversion Date shall be the effective date of the Common Unit Transaction).


 






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In anticipation of such Forced Conversion
and the consummation of the Common Unit Transaction, the Partnership shall use commercially reasonable efforts to cause each LTIP
Unitholder to be afforded the right to receive in connection with such Common Unit Transaction in consideration for the Common
Units into which such LTIP Unitholder’s LTIP Units will be converted the same kind and amount of cash, securities and other
property (or any combination thereof) receivable upon the consummation of such Common Unit Transaction by a holder of the same
number of Common Units, assuming such holder of Common Units is not a Person with which the Partnership consolidated or into which
the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case may be (a “Constituent
Person”), or an affiliate of a Constituent Person. In the event that holders of Common Units have the opportunity to
elect the form or type of consideration to be received upon consummation of the Common Unit Transaction, prior to such Common Unit
Transaction, the General Partner shall give prompt written notice to each LTIP Unitholder of such election, and shall use commercially
reasonable efforts to afford the LTIP Unitholders the right to elect, by written notice to the General Partner, the form or type
of consideration to be received upon conversion of each LTIP Unit held by such holder into Common Units in connection with such
Common Unit Transaction. If an LTIP Unitholder fails to make such an election, such holder (and any of its transferees) shall receive
upon conversion of each LTIP Unit held by such LTIP Unitholder (or by any of such LTIP Unitholder’s transferees) the same
kind and amount of consideration that a holder of a Common Unit would receive if such Common Unit holder failed to make such an
election.


 


Subject to the rights of the Partnership
and the General Partner under any Vesting Agreement and any Equity Incentive Plan, the Partnership shall use commercially reasonable
efforts to cause the terms of any Common Unit Transaction to be consistent with the provisions of this Section 4.05(f) and to enter
into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any LTIP Unitholders whose LTIP
Units will not be converted into Common Units in connection with the Common Unit Transaction that will (i) contain provisions enabling
the holders of LTIP Units that remain outstanding after such Common Unit Transaction to convert their LTIP Units into securities
as comparable as reasonably possible under the circumstances to the Common Units and (ii) preserve as far as reasonably possible
under the circumstances the distribution, special allocation, conversion, and other rights set forth in this Agreement for the
benefit of the LTIP Unitholders.


 






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4.06
Capital Accounts. A separate capital account (a “Capital Account”) shall be established
and maintained for each Partner in accordance with Regulations Section 1.704-1(b)(2)(iv). If (i) a new or existing Partner acquires
an additional Partnership Interest in exchange for more than a de minimis Capital Contribution, (ii) the Partnership distributes
to a Partner more than a de minimis amount of Partnership property as consideration for a Partnership Interest, (iii) the
Partnership is liquidated within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g) or (iv) the Partnership grants a Partnership
Interest (other than a de minimis Partnership Interest) as consideration for the provision of services to or for the benefit
of the Partnership to an existing Partner acting in a Partner capacity, or to a new Partner acting in a Partner capacity or in
anticipation of being a Partner, the General Partner shall revalue the property of the Partnership to its fair market value (as
determined by the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) in
accordance with Regulations Section 1.704-1(b)(2)(iv)(f); provided that (i) the issuance of any LTIP Unit shall be deemed
to require a revaluation pursuant to this Section 4.06 and (ii) the General Partner may elect not to revalue the property of the
Partnership in connection with the issuance of additional Partnership Units pursuant to Section 4.02 to the extent it determines,
in its sole and absolute discretion, that revaluing the property of the Partnership is not necessary or appropriate to reflect
the relative economic interests of the Partners. When the Partnership’s property is revalued by the General Partner, the
Capital Accounts of the Partners shall be adjusted in accordance with Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), which
generally require such Capital Accounts to be adjusted to reflect the manner in which the unrealized gain or loss inherent in such
property (that has not been reflected in the Capital Accounts previously) would be allocated among the Partners pursuant to Section
5.01 hereof if there were a taxable disposition of such property for its fair market value (as determined by the General Partner,
in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) on the date of the revaluation.


 


4.07
Percentage Interests. If the number of outstanding Common Units or LTIP Units increases or decreases during
a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective
date of each such increase or decrease to a percentage equal to the number of Common Units or LTIP Units held by such Partner divided
by the aggregate number of Common Units and LTIP Units outstanding after giving effect to such increase or decrease. If the Partners’
Percentage Interests are adjusted pursuant to this Section 4.07, the Profits and Losses for the taxable year in which the adjustment
occurs shall be allocated between the part of the year ending on the day when that adjustment occurs and the part of the year beginning
on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days
in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate
Profits and Losses for the taxable year in which the adjustment occurs. The allocation of Profits and Losses for the earlier part
of the year shall be based on the Percentage Interests before adjustment, and the allocation of Profits and Losses for the later
part shall be based on the adjusted Percentage Interests. In the event that there is an increase or decrease in the number of outstanding
Partnership Units (other than Common Units or LTIP Units) during a taxable year, the General Partner shall have similar discretion,
as provided in the preceding sentences of this Section 4.07, to allocate items of Profit and Loss between the part of the year
ending on the day when that increase or decrease occurs and the part of the year beginning on the following day, and that allocation
shall take into account the Partners’ relative interests in those items of Profit and Loss before and after such increase
or decrease.


 


4.08
No Interest on Contributions. No Partner shall be entitled to interest on its Capital Contribution.


 


4.09
Return of Capital Contributions. No Partner shall be entitled to withdraw any part of its Capital Contribution
or its Capital Account or to receive any distribution from the Partnership, except as specifically provided in this Agreement.
Except as otherwise provided herein, there shall be no obligation to return to any Partner or withdrawn Partner any part of such
Partner’s Capital Contribution for so long as the Partnership continues in existence.


 






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4.10
No Third-Party Beneficiary. No creditor or other third party having dealings with the Partnership shall
have the right to enforce the right or obligation of any Partner to make Capital Contributions or loans or to pursue any other
right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement, except
as provided in Section 6.03(h) hereof, shall be solely for the benefit of, and may be enforced solely by, the parties to this Agreement
and their respective permitted successors and assigns. None of the rights or obligations of the Partners herein set forth to make
Capital Contributions or loans to the Partnership shall be deemed an asset of the Partnership for any purpose by any creditor or
other third party, nor may such rights or obligations be sold, transferred or assigned by the Partnership or pledged or encumbered
by the Partnership to secure any debt or other obligation of the Partnership or of any of the Partners. In addition, it is the
intent of the parties hereto that no distribution to any Limited Partner shall be deemed a return of money or other property in
violation of the Act. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement,
any Limited Partner is obligated to return such money or property, such obligation shall be the obligation of such Limited Partner
and not of the General Partner. Without limiting the generality of the foregoing, a deficit Capital Account of a Partner shall
not be deemed to be a liability of such Partner nor an asset or property of the Partnership.


 


ARTICLE
V



PROFITS AND LOSSES; DISTRIBUTIONS


 


5.01
Allocation of Profit and Loss.


 


(a)
Profit. Profit of the Partnership for each fiscal year of the Partnership shall be allocated to the Partners in accordance
with their respective Percentage Interests.


 


(b)
Loss. Loss of the Partnership for each fiscal year of the Partnership shall be allocated to the Partners in accordance
with their respective Percentage Interests.


 


(c)
Minimum Gain Chargeback. Notwithstanding any provision to the contrary, (i) any expense of the Partnership that is
a “nonrecourse deduction” within the meaning of Regulations Section 1.704-2(b)(1) shall be allocated in accordance
with the Partners’ respective Percentage Interests, (ii) any expense of the Partnership that is a “partner nonrecourse
deduction” within the meaning of Regulations Section 1.704-2(i)(2) shall be allocated to the Partner that bears the “economic
risk of loss” of such deduction in accordance with Regulations Section 1.704-2(i)(1), (iii) if there is a net decrease in
Partnership Minimum Gain within the meaning of Regulations Section 1.704-2(f)(1) for any Partnership taxable year, then, subject
to the exceptions set forth in Regulations Section 1.704-2(f)(2),(3), (4) and (5), items of gain and income shall be allocated
among the Partners in accordance with Regulations Section 1.704-2(f) and the ordering rules contained in Regulations Section 1.704-2(j),
and (iv) if there is a net decrease in Partner Nonrecourse Debt Minimum Gain within the meaning of Regulations Section 1.704-2(i)(4)
for any Partnership taxable year, then, subject to the exceptions set forth in Regulations Section 1.704(2)(g), items of gain and
income shall be allocated among the Partners in accordance with Regulations Section 1.704-2(i)(4) and the ordering rules contained
in Regulations Section 1.704-2(j). The manner in which it is reasonably expected that the deductions attributable to nonrecourse
liabilities will be allocated for purposes of determining a Partner’s share of the nonrecourse liabilities of the Partnership
within the meaning of Regulations Section 1.752-3(a)(3) shall be in accordance with a Partner’s Percentage Interest.


 






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(d)
Qualified Income Offset. If a Partner receives in any taxable year an adjustment, allocation or distribution described
in subparagraphs (4), (5) or (6) of Regulations Section 1.704-1(b)(2)(ii)(d) that causes or increases a deficit balance in such
Partner’s Capital Account that exceeds the sum of such Partner’s shares of Partnership Minimum Gain and Partner Nonrecourse
Debt Minimum Gain, as determined in accordance with Regulations Sections 1.704-2(g) and 1.704-2(i), such Partner shall be allocated
specially for such taxable year (and, if necessary, later taxable years) items of income and gain in an amount and manner sufficient
to eliminate such deficit Capital Account balance as quickly as possible as provided in Regulations Section 1.704-1(b)(2)(ii)(d).
After the occurrence of an allocation of income or gain to a Partner in accordance with this Section 5.01(d), to the extent permitted
by Regulations Section 1.704-1(b), items of expense or loss shall be allocated to such Partner in an amount necessary to offset
the income or gain previously allocated to such Partner under this Section 5.01(d).


 


(e)
Capital Account Deficits. Loss shall not be allocated to a Limited Partner to the extent that such allocation would
cause a deficit in such Partner’s Capital Account (after reduction to reflect the items described in subparagraphs (4), (5)
and (6) of Regulations Section 1.704-1(b)(2)(ii)(d)) to exceed the sum of such Partner’s shares of Partnership Minimum Gain
and Partner Nonrecourse Debt Minimum Gain. Any Loss in excess of that limitation shall be allocated to the General Partner. After
the occurrence of an allocation of Loss to the General Partner in accordance with this Section 5.01(e), to the extent permitted
by Regulations Section 1.704-1(b), Profit first shall be allocated to the General Partner in an amount necessary to offset the
Loss previously allocated to the General Partner under this Section 5.01(e).


 


(f)
Allocations Between Transferor and Transferee. If a Partner transfers any part or all of its Partnership Interest,
the distributive shares of the various items of Profit and Loss allocable among the Partners during such fiscal year of the Partnership
shall be allocated between the transferor and the transferee Partner either (i) as if the Partnership’s fiscal year had ended
on the date of the transfer or (ii) based on the number of days of such fiscal year that each was a Partner without regard to the
results of Partnership activities in the respective portions of such fiscal year in which the transferor and the transferee were
Partners. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate the
distributive shares of the various items of Profit and Loss between the transferor and the transferee Partner.


 


(g)
Special Allocations Regarding LTIP Units. Notwithstanding the provisions of Sections 5.01(a) and (b) hereof, Liquidating
Gains shall first be allocated to the LTIP Unitholders until their Economic Capital Account Balances, to the extent attributable
to their ownership of LTIP Units, are equal to (i) the Common Unit Economic Balance, multiplied by (ii) the number of their LTIP
Units. For this purpose, “Liquidating Gains” means net capital gains realized in connection with the actual
or hypothetical sale of all or substantially all of the assets of the Partnership, including but not limited to net capital gain
realized in connection with an adjustment to the value of Partnership assets under Section 704(b) of the Code. The “Economic
Capital Account Balances” of the LTIP Unit holders will be equal to their Capital Account balances plus shares of Partner
Nonrecourse Debt Minimum Gain or Partnership Minimum Gain (after reduction to reflect the items described in subparagraphs (4),
(5) and (6) of Regulations Section 1.704-1(b)(2)(ii)(d)) to the extent attributable to their ownership of LTIP Units. Similarly,
the “Common Unit Economic Balance” shall mean (i) the Capital Account balance of the General Partner, plus the
amount of the General Partner’s share of any Partner Nonrecourse Debt Minimum Gain or Partnership Minimum Gain (after reduction
to reflect the items described in subparagraphs (4), (5) and (6) of Regulations Section 1.704-1(b)(2)(ii)(d)), in either case to
the extent attributable to the General Partner’s ownership of Common Units and computed on a hypothetical basis after taking
into account all allocations through the date on which any allocation is made under this Section 5.01(g), divided by (ii) the number
of the General Partner’s Common Units. Any such allocations shall be made among the LTIP Unitholders in proportion to the
amounts required to be allocated to each under this Section 5.01(g). The parties agree that the intent of this Section 5.01(g)
is to make the Capital Account balance associated with each LTIP Unit to be economically equivalent to the Capital Account balance
associated with the General Partner’s Common Units (on a per-Unit basis).


 






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(h)
Definition of Profit and Loss. “Profit” and “Loss” and any items of income,
gain, expense or loss referred to in this Agreement shall be determined in accordance with federal income tax accounting principles,
as modified by Regulations Section 1.704-1(b)(2)(iv), except that Profit and Loss shall not include items of income, gain and expense
that are specially allocated pursuant to Sections 5.01(c), (d) or (e) hereof. All allocations of income, Profit, gain, Loss and
expense (and all items contained therein) for federal income tax purposes shall be identical to all allocations of such items set
forth in this Section 5.01, except as otherwise required by Section 704(c) of the Code and Regulations Section 1.704-1(b)(4). With
respect to properties acquired by the Partnership, the General Partner shall have the authority to elect the method to be used
by the Partnership for allocating items of income, gain and expense as required by Section 704(c) of the Code with respect to such
properties, and such election shall be binding on all Partners.


 


(i)
Preferred Units. The General Partner shall amend this agreement from time to time to reflect the allocation of profit
and loss in connection with priority distributions on any preferred units of limited partnership interest issued by the Partnership.


 


5.02
Distribution of Cash.


 


(a)
Subject to Sections 5.02(c), (d) and (e) hereof and to the terms of any Partnership Unit Designation, the Partnership shall
distribute cash at such times and in such amounts as are determined by the General Partner in its sole and absolute discretion,
to the Partners who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in
proportion with their respective Common Units on the Partnership Record Date.


 


(b)
In accordance with Section 4.04(a)(ii) hereof, the LTIP Unitholders shall be entitled to receive distributions in an amount
per LTIP Unit equal to the Common Partnership Unit Distribution.


 


(c)
If a new or existing Partner acquires additional Partnership Units in exchange for a Capital Contribution on any date other
than a Partnership Record Date (other than Partnership Units acquired by the General Partner in connection with the issuance of
additional REIT Shares or Additional Securities), the cash distribution attributable to such additional Partnership Units relating
to the Partnership Record Date next following the issuance of such additional Partnership Units shall be reduced in the proportion
to (i) the number of days that such additional Partnership Units are held by such Partner bears to (ii) the number of days between
such Partnership Record Date and the immediately preceding Partnership Record Date.


 






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(d)
Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines
to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code
or any other federal, state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code.
To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation
or distribution of income to a Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual
amount to be distributed to the Partner (the “Distributable Amount”) equals or exceeds the Withheld Amount,
the entire Distributable Amount shall be treated as a distribution of cash to such Partner or (ii) if the Distributable Amount
is less than the Withheld Amount, the excess of the Withheld Amount over the Distributable Amount shall be treated as a Partnership
Loan from the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership
Loan shall be repaid upon the demand of the Partnership or, alternatively, through withholding by the Partnership with respect
to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner fails to pay any amount
owed to the Partnership with respect to the Partnership Loan within 15 days after demand for payment thereof is made by the Partnership
on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make the payment to the Partnership
on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General Partner shall be deemed to have
extended a General Partner Loan to the Defaulting Limited Partner in the amount of the payment made by the General Partner and
shall succeed to all rights and remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation,
the General Partner shall have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting
Limited Partner until such time as the General Partner Loan has been paid in full, and any such distributions so received by the
General Partner shall be treated as having been received by the Defaulting Limited Partner and immediately paid to the General
Partner.


 


Any amounts treated as a Partnership Loan
or a General Partner Loan pursuant to this Section 5.02(d) shall bear interest at the lesser of (i) 300 basis points above the
base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall
Street Journal or, if not so published, in any similar publication or (ii) the maximum lawful rate of interest on such obligation,
such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed to extend the loan until
such loan is repaid in full.


 


(e)
In no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled
to receive a cash dividend or other distribution of cash as the holder of record of a REIT Share for which all or part of such
Partnership Unit has been or will be redeemed.


 






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5.03
REIT Distribution Requirements. The General Partner shall use commercially reasonable efforts to cause
the Partnership to distribute amounts sufficient to enable the General Partner to pay distributions to its stockholders that will
allow the General Partner to (i) meet its distribution requirement for qualification as a REIT as set forth in Section 857 of the
Code and (ii) avoid any federal income or excise tax liability imposed by the Code, other than to the extent the General Partner
elects to retain and pay income tax on its net capital gain.


 


5.04
No Right to Distributions in Kind. No Partner shall be entitled to demand property other than cash in
connection with any distributions by the Partnership.


 


5.05
Limitations on Return of Capital Contributions. Notwithstanding any of the provisions of this Article
V, no Partner shall have the right to receive, and the General Partner shall not have the right to make, a distribution that includes
a return of all or part of a Partner’s Capital Contributions, unless after giving effect to the return of a Capital Contribution,
the sum of all Partnership liabilities, other than the liabilities to a Partner for the return of his Capital Contribution, does
not exceed the fair market value of the Partnership’s assets.


 


5.06
Distributions Upon Liquidation.


 


(a)
Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of the Partnership,
including any Partner loans, any remaining assets of the Partnership shall be distributed to all Partners with positive Capital
Accounts in accordance with their respective positive Capital Account balances.


 


(b)
For purposes of Section 5.06(a) hereof, the Capital Account of each Partner shall be determined after all adjustments made
in accordance with Sections 5.01 and 5.02 hereof resulting from Partnership operations and from all sales and dispositions of all
or any part of the Partnership’s assets.


 


(c)
Any distributions pursuant to this Section 5.06 shall be made by the end of the Partnership’s taxable year in which
the liquidation occurs (or, if later, within 90 days after the date of the liquidation). To the extent deemed advisable by the
General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds
are available to pay any contingent debts or obligations.


 


5.07
Substantial Economic Effect. It is the intent of the Partners that the allocations of Profit and Loss
under this Agreement have substantial economic effect (or be consistent with the Partners’ interests in the Partnership in
the case of the allocation of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted
by the Regulations promulgated pursuant thereto. Article V and other relevant provisions of this Agreement shall be interpreted
in a manner consistent with such intent.


 






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ARTICLE
VI



RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER


 


6.01
Management of the Partnership.


 


(a)
Except as otherwise expressly provided in this Agreement, the General Partner shall have full, complete and exclusive discretion
to manage and control the business of the Partnership for the purposes herein stated, and shall make all decisions affecting the
business and assets of the Partnership. Subject to the restrictions specifically contained in this Agreement, the powers of the
General Partner shall include, without limitation, the authority to take the following actions on behalf of the Partnership:


 


(i)
acquire, purchase, own, operate, lease and dispose of any real property and any other property or assets including, but
not limited to, notes and mortgages that the General Partner determines are necessary or appropriate in the business of the Partnership;


 


(ii)
construct buildings and make other improvements on the properties owned or leased by the Partnership;


 


(iii)
authorize, issue, sell, redeem or otherwise purchase any Partnership Units or any securities of the Partnership (including
secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any class or series
of Partnership Units, or Rights relating to any class or series of Partnership Units);


 


(iv)
borrow or lend money for the Partnership, issue or receive evidences of indebtedness in connection therewith, refinance,
increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such indebtedness, and
secure indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets;


 


(v)
pay, either directly or by reimbursement, all operating costs and general administrative expenses of the Partnership to
third parties or to the General Partner or its Affiliates as set forth in this Agreement;


 


(vi)
guarantee or become a co-maker of indebtedness of any Subsidiary of the General Partner or the Partnership, refinance, increase
the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such guarantee or indebtedness,
and secure such guarantee or indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets;


 


(vii)
use assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with this Agreement,
including, without limitation, payment, either directly or by reimbursement, of all operating costs and general and administrative
expenses of the General Partner, the Partnership or any Subsidiary of either, to third parties or to the General Partner as set
forth in this Agreement;


 






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(viii)
lease all or any portion of any of the Partnership’s assets, whether or not the terms of such leases extend beyond
the termination date of the Partnership and whether or not any portion of the Partnership’s assets so leased are to be occupied
by the lessee, or, in turn, subleased in whole or in part to others, for such consideration and on such terms as the General Partner
may determine and to further lease property from third parties, including ground leases;


 


(ix)
prosecute, defend, arbitrate or compromise any and all claims or liabilities in favor of or against the Partnership, on
such terms and in such manner as the General Partner may determine, and similarly prosecute, settle or defend litigation with respect
to the Partners, the Partnership or the Partnership’s assets;


 


(x)
file applications, communicate and otherwise deal with any and all governmental agencies having jurisdiction over, or in
any way affecting, the Partnership’s assets or any other aspect of the Partnership’s business;


 


(xi)
make or revoke any election permitted or required of the Partnership by any taxing authority;


 


(xii)
maintain such insurance coverage for public liability, fire and casualty, and any and all other insurance for the protection
of the Partnership, for the conservation of Partnership assets, or for any other purpose convenient or beneficial to the Partnership,
in such amounts and such types, as it shall determine from time to time;


 


(xiii)
determine whether or not to apply any insurance proceeds for any property to the restoration of such property or to distribute
the same;


 


(xiv)
establish one or more divisions of the Partnership, hire and dismiss employees of the Partnership or any division of the
Partnership, and retain legal counsel, accountants, consultants, real estate brokers and such other persons as the General Partner
may deem necessary or appropriate in connection with the Partnership business and pay therefor such reasonable remuneration as
the General Partner may deem reasonable and proper;


 


(xv)
retain other services of any kind or nature in connection with the Partnership’s business, and pay therefor such remuneration
as the General Partner may deem reasonable and proper;


 


(xvi)
negotiate and conclude agreements on behalf of the Partnership with respect to any of the rights, powers and authority conferred
upon the General Partner;


 


(xvii)
maintain accurate accounting records and file all federal, state and local income tax returns on behalf of the Partnership;


 


(xviii)
distribute Partnership cash or other Partnership assets in accordance with this Agreement;


 


(xix)
form or acquire an interest in, and contribute property to, any further limited or general partnerships, joint ventures
or other relationships that it deems desirable (including, without limitation, the acquisition of interests in, and the contributions
of property to, its Subsidiaries and any other Person in which it has an equity interest from time to time);


 






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(xx)
establish Partnership reserves for working capital, capital expenditures, contingent liabilities or any other valid Partnership
purpose;


 


(xxi)
merge, consolidate or combine the Partnership with or into another Person;


 


(xxii)
enter into and perform obligations under underwriting or other agreements in connection with issuances of securities by
the Partnership or the General Partner or any affiliate thereof;


 


(xxiii)
do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly
traded partnership” taxable as a corporation under Section 7704 of the Code or an “investment company” or a subsidiary
of an investment company under the Investment Company Act of 1940; and


 


(xxiv)
take such other action, execute, acknowledge, swear to or deliver such other documents and instruments, and perform any
and all other acts that the General Partner deems necessary or appropriate for the formation, continuation and conduct of the business
and affairs of the Partnership (including, without limitation, all actions consistent with allowing the General Partner at all
times to qualify as a REIT unless the General Partner voluntarily terminates or revokes its REIT status) and to possess and enjoy
all of the rights and powers of a general partner as provided by the Act.


 


(b)
Except as otherwise provided herein, to the extent the duties of the General Partner require expenditures of funds to be
paid to third parties, the General Partner shall not have any obligations hereunder except to the extent that Partnership funds
are reasonably available to it for the performance of such duties, and nothing herein contained shall be deemed to authorize or
require the General Partner, in its capacity as such, to expend its individual funds for payment to third parties or to undertake
any individual liability or obligation on behalf of the Partnership.


 


6.02
Delegation of Authority. The General Partner may delegate any or all of its powers, rights and obligations
hereunder, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Partnership,
which Person may, under supervision of the General Partner, perform any acts or services for the Partnership as the General Partner
may approve.


 


6.03
Indemnification and Exculpation of Indemnitees.


 


(a)
The Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or
several, expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from
any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the
operations of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved,
as a party or otherwise, unless it is established that: (i) the act or omission of the Indemnitee was material to the matter giving
rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee
actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding,
the Indemnitee had reasonable cause to believe that the act or omission was unlawful. The termination of any proceeding by judgment,
order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth
in this Section 6.03(a). The termination of any proceeding by conviction or upon a plea of nolo contendere or its equivalent, or
an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee acted in a manner contrary
to that specified in this Section 6.03(a). Any indemnification pursuant to this Section 6.03 shall be made only out of the assets
of the Partnership.


 






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(b)
The Partnership shall reimburse an Indemnitee for reasonable expenses incurred by an Indemnitee who is a party to a proceeding
in advance of the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the Indemnitee
of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized
in this Section 6.03 has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall
ultimately be determined that the standard of conduct has not been met.


 


(c)
The indemnification provided by this Section 6.03 shall be in addition to any other rights to which an Indemnitee or any
other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall
continue as to an Indemnitee who has ceased to serve in such capacity.


 


(d)
The Partnership may purchase and maintain insurance, as an expense of the Partnership, on behalf of the Indemnitees and
such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that
may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would
have the power to indemnify such Person against such liability under the provisions of this Agreement.


 


(e)
For purposes of this Section 6.03, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary
of an employee benefit plan whenever the performance by the Indemnitee of its duties to the Partnership also imposes duties on,
or otherwise involves services by, the Indemnitee to the plan or participants or beneficiaries of the plan; excise taxes assessed
on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning
of this Section 6.03; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance
of its duties for a purpose reasonably believed by the Indemnitee to be in the interest of the participants and beneficiaries of
the plan shall be deemed to be for a purpose that is not opposed to the best interests of the Partnership.


 


(f)
In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions
set forth in this Agreement.


 


(g)
An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.03 because the Indemnitee had
an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by
the terms of this Agreement.


 






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(h)
The provisions of this Section 6.03 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators
and shall not be deemed to create any rights for the benefit of any other Persons.


 


(i)
Any amendment, modification or repeal of this Section 6.03 or any provision hereof shall be prospective only and shall not
in any way affect the indemnification of an Indemnitee by the Partnership under this Section 6.03 as in effect immediately prior
to such amendment, modification or repeal with respect to matters occurring, in whole or in part, prior to such amendment, modification
or repeal, regardless of when claims relating to such matters may arise or be asserted.


 


6.04
Liability of the General Partner.


 


(a)
Notwithstanding anything to the contrary set forth in this Agreement, neither the General Partner, nor any of its directors,
officers, agents or employees shall be liable for monetary damages to the Partnership or any Partners for losses sustained or liabilities
incurred as a result of errors in judgment or mistakes of fact or law or of any act or omission if any such party acted in good
faith. The General Partner shall not be in breach of any duty that the General Partner may owe to the Limited Partners or the Partnership
or any other Persons under this Agreement or of any duty stated or implied by law or equity provided the General Partner, acting
in good faith, abides by the terms of this Agreement.


 


(b)
The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, the Limited
Partners and the General Partner’s stockholders collectively, that the General Partner is under no obligation to consider
the separate interests of the Limited Partners (including, without limitation, the tax consequences to Limited Partners or the
tax consequences of some, but not all, of the Limited Partners) in deciding whether to cause the Partnership to take (or decline
to take) any actions. In the event of a conflict between the interests of the stockholders of the General Partner on the one hand
and the Limited Partners on the other, the General Partner shall endeavor in good faith to resolve the conflict in a manner not
adverse to either the stockholders of the General Partner or the Limited Partners; provided that for so long as the General
Partner owns a controlling interest in the Partnership, any such conflict that the General Partner, in its sole and absolute discretion,
determines cannot be resolved in a manner not adverse to either the stockholders of the General Partner or the Limited Partners
shall be resolved in favor of the stockholders of the General Partner. The General Partner shall not be liable for monetary damages
for losses sustained, liabilities incurred or benefits not derived by the Limited Partners in connection with such decisions.


 


(c)
Subject to its obligations and duties as General Partner set forth in Section 6.01 hereof, the General Partner may exercise
any of the powers granted to it under this Agreement and perform any of the duties imposed upon it hereunder either directly or
by or through its agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such
agent appointed by it in good faith.


 






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(d)
Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership
or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief
that such action or omission is necessary or advisable in order (i) to protect the ability of the General Partner to continue to
qualify as a REIT or (ii) to prevent the General Partner from incurring any taxes under Section 857, Section 4981 or any other
provision of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners.


 


(e)
Any amendment, modification or repeal of this Section 6.04 or any provision hereof shall be prospective only and shall not
in any way affect the limitations on the General Partner’s or any of its officers’, directors’, agents’
or employees’ liability to the Partnership and the Limited Partners under this Section 6.04 as in effect immediately prior
to such amendment, modification or repeal with respect to matters occurring, in whole or in part, prior to such amendment, modification
or repeal, regardless of when claims relating to such matters may arise or be asserted.


 


6.05
Partnership Obligations.


 


(a)
Except as provided in this Section 6.05 and elsewhere in this Agreement (including the provisions of Articles V and VI hereof
regarding distributions, payments and allocations to which it may be entitled), the General Partner shall not be compensated for
its services as general partner of the Partnership.


 


(b)
All Administrative Expenses shall be obligations of the Partnership, and the General Partner shall be entitled to reimbursement
by the Partnership for any expenditure (including Administrative Expenses) incurred by it on behalf of the Partnership that shall
be made other than out of the funds of the Partnership. All reimbursements hereunder shall be characterized for federal income
tax purposes as expenses of the Partnership incurred on its behalf, and not as expenses of the General Partner.


 


6.06
Outside Activities. Subject to Section 6.08 hereof, the Articles and any agreements entered into by the
General Partner or its Affiliates with the Partnership or a Subsidiary, any officer, director, employee, agent, trustee, Affiliate
or stockholder of the General Partner, the General Partner shall be entitled to and may have business interests and engage in business
activities in addition to those relating to the Partnership, including business interests and activities substantially similar
or identical to those of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue
of this Agreement in any such business ventures, interest or activities. None of the Limited Partners nor any other Person shall
have any rights by virtue of this Agreement or the partnership relationship established hereby in any such business ventures, interests
or activities, and the General Partner shall have no obligation pursuant to this Agreement to offer any interest in any such business
ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity is of a character that,
if presented to the Partnership or any Limited Partner, could be taken by such Person.


 


6.07
Employment or Retention of Affiliates.


 


(a)
Any Affiliate of the General Partner may be employed or retained by the Partnership and may otherwise deal with the Partnership
(whether as a buyer, lessor, lessee, manager, furnisher of goods or services, broker, agent, lender or otherwise) and may receive
from the Partnership any compensation, price or other payment therefor that the General Partner determines to be fair and reasonable.


 






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(b)
The Partnership may lend or contribute to its Subsidiaries or other Persons in which it has an equity investment, and such
Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General
Partner. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.


 


(c)
The Partnership may transfer assets to joint ventures, other partnerships, corporations or other business entities in which
it is or thereby becomes a participant upon such terms and subject to such conditions as the General Partner deems are consistent
with this Agreement and applicable law.


 


6.08
General Partner Activities. The General Partner agrees that, generally, all business activities of the
General Partner, including activities pertaining to the acquisition, development, ownership of or investment in real property or
other property, shall be conducted through the Partnership or one or more Subsidiaries of the Partnership; provided that
the General Partner may make direct acquisitions or undertake business activities if such acquisitions or activities are made in
connection with the issuance of Additional Securities by the General Partner or the business activity has been approved by a majority
of the Independent Directors. If, at any time, the General Partner acquires material assets (other than Partnership Units or other
assets on behalf of the Partnership) without transferring such assets to the Partnership, the definition of “REIT Shares
Amount” may be adjusted, as reasonably determined by the General Partner, to reflect only the fair market value of a REIT
Share attributable to the General Partner’s Partnership Units and other assets held on behalf of the Partnership.


 


6.09
Title to Partnership Assets. Title to Partnership assets, whether real, personal or mixed and whether
tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively,
shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets
may be held in the name of the Partnership, the General Partner or one or more nominees, as the General Partner may determine,
including Affiliates of the General Partner. The General Partner hereby declares and warrants that any Partnership assets for which
legal title is held in the name of the General Partner or any nominee or Affiliate of the General Partner shall be held by the
General Partner for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided
that the General Partner shall use its commercially reasonable efforts to cause beneficial and record title to such assets to be
vested in the Partnership as soon as reasonably practicable. All Partnership assets shall be recorded as the property of the Partnership
in its books and records, irrespective of the name in which legal title to such Partnership assets is held.


 


ARTICLE
VII



CHANGES IN GENERAL PARTNER


 


7.01
Transfer of the General Partner’s Partnership Interest.


 


(a)
The General Partner shall not transfer all or any portion of its General Partnership Interests, and the General Partner
shall not withdraw as General Partner, except as provided in or in connection with a transaction contemplated by Sections 7.01(c),
(d) or (e) hereof.


 






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(b)
The General Partner agrees that its General Partnership Interest will at all times be in the aggregate at least 0.1%.


 


(c)
Except as otherwise provided in Section 7.01(d) or (e) hereof, the General Partner shall not engage in any merger, consolidation
or other combination with or into another Person or sale of all or substantially all of its assets (other than in connection with
a change in the General Partner’s state of incorporation or organizational form), in each case which results in a Change
of Control of the General Partner (a “Transaction”), unless at least one of the following conditions is met:


 


(i)
the consent of a Majority in Interest (excluding, for purposes of determining a Majority in Interest, Partnership Interests
held by the General Partner or any Subsidiary of the General Partner) is obtained;


 


(ii)
as a result of such Transaction, all Limited Partners (other than the General Partner and any Subsidiary of the General
Partner, and, in the case of LTIP Unitholders, subject to the terms of any applicable Equity Incentive Plan or Vesting Agreement)
will receive, or have the right to receive, for each Partnership Unit an amount of cash, securities or other property equal or
substantially equivalent in value, as determined by the General Partner in good faith, to the product of the Conversion Factor
and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration
of one REIT Share, provided that if, in connection with such Transaction, a purchase, tender or exchange offer (“Offer”)
shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership
Units (other than the General Partner and any Subsidiary of the General Partner) shall be given the option to exchange its Partnership
Units for an amount of cash, securities or other property equal or substantially equivalent in value, as determined by the General
Partner in good faith, to the greatest amount of cash, securities or other property that such Limited Partner would have received
had it (A) exercised its Common Unit Redemption Right pursuant to Section 8.04 hereof and (B) sold, tendered or exchanged pursuant
to the Offer the REIT Shares Amount that would be receivable upon exercise of the Common Unit Redemption Right immediately prior
to the expiration of the Offer; or


 


(iii)
the General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive
cash, securities or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary
of the General Partner, and, in the case of LTIP Unitholders, subject to the terms of any applicable Equity Incentive Plan or Vesting
Agreement) receive for each Partnership Unit an amount of cash, securities or other property equal or substantially equivalent
in value, as determined by the General Partner in good faith, to the product of the Conversion Factor and the greatest amount of
cash, securities or other property (expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares
in respect of such holder’s REIT Shares.


 






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(d)
Notwithstanding Section 7.01(c) hereof, the General Partner may merge with or into or consolidate with another entity if
immediately after such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Survivor”),
other than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital
Contribution in exchange for Partnership Units, or for economically equivalent partnership interests issued by a Subsidiary Partnership
established at the direction of the Board of Directors, with a fair market value equal to the value of the assets so contributed
as determined by the Survivor in good faith and (ii) the Survivor expressly agrees to assume all obligations of the General Partner
hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth
in this Section 7.01(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT
Shares Amount and Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing
method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the
kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT
Shares or options, warrants or other rights relating thereto, and which a holder of Partnership Units could have acquired had such
Partnership Units been redeemed in exchange for the REIT Shares Amount immediately prior to such merger or consolidation. Such
amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as
may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor also shall in good faith
modify the definition of REIT Shares and make such amendments to Section 8.04 hereof so as to approximate the existing rights and
obligations set forth in Section 8.04 hereof as closely as reasonably possible. The above provisions of this Section 7.01(d) shall
similarly apply to successive mergers or consolidations permitted hereunder.


 


(e)
Notwithstanding anything in this Article VII,


 


(i)
The General Partner may transfer all or any portion of its General Partnership Interest to (A) any wholly owned Subsidiary
of the General Partner or (B) the owner of all of the ownership interests of the General Partner, and following a transfer of all
of its General Partnership Interest, may withdraw as General Partner; and


 


(ii)
the General Partner may engage in a transaction required by law or by the rules of any national securities exchange or over-the-counter
interdealer quotation system on which the REIT Shares are listed or traded.


 


7.02
Admission of a Substitute or Additional General Partner. A Person shall be admitted as a substitute or
additional General Partner of the Partnership only if the following terms and conditions are satisfied:


 


(a)
the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all
the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be
required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the
admission of such Person as a General Partner shall have been filed for recordation and all other actions required by Section 2.05
hereof in connection with such admission shall have been performed;


 


(b)
if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership, it shall have
provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a
General Partner and to be bound by the terms and provisions of this Agreement; and


 






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(c)
counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel as may be necessary)
that the admission of the Person to be admitted as a substitute or additional General Partner is in conformity with the Act, that
none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause
(i) the Partnership to be classified other than as a partnership for federal income tax purposes or (ii) the loss of any Limited
Partner’s limited liability.


 


7.03
Effect of Bankruptcy, Withdrawal, Death or Dissolution of General Partner.


 


(a)
Upon the occurrence of an Event of Bankruptcy as to the General Partner (and its removal pursuant to Section 7.04(a) hereof)
or the death, withdrawal, removal or dissolution of the General Partner (except that, if the General Partner is on the date of
such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such
partnership shall be deemed not to be a dissolution of the General Partner if the business of the General Partner is continued
by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant
to Section 7.03(b) hereof. The merger of the General Partner with or into any entity that is admitted as a substitute or successor
General Partner pursuant to Section 7.02 hereof shall not be deemed to be the withdrawal, dissolution or removal of the General
Partner.


 


(b)
Following the occurrence of an Event of Bankruptcy as to the General Partner (and its removal pursuant to Section 7.04(a)
hereof) or the death, withdrawal, removal or dissolution of the General Partner (except that, if the General Partner is on the
date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in,
such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued
by the remaining partner or partners), the Limited Partners, within 90 days after such occurrence, may elect to continue the business
of the Partnership for the balance of the term specified in Section 2.04 hereof by selecting, subject to Section 7.02 hereof and
any other provisions of this Agreement, a substitute General Partner by consent of a Majority in Interest. If the Limited Partners
elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and
of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.


 


7.04
Removal of General Partner.


 


(a)
Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, the General Partner, the General Partner shall
be deemed to be removed automatically; provided that if the General Partner is on the date of such occurrence a partnership,
the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of, a partner in such partnership shall be deemed not
to be a dissolution of the General Partner if the business of the General Partner is continued by the remaining partner or partners.
The Limited Partners may not remove the General Partner, with or without cause.


 






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(b)
If the General Partner has been removed pursuant to this Section 7.04 and the Partnership is continued pursuant to Section
7.03 hereof, the General Partner shall promptly transfer and assign its General Partnership Interest in the Partnership to the
substitute General Partner approved by a Majority in Interest in accordance with Section 7.03(b) hereof and otherwise be admitted
to the Partnership in accordance with Section 7.02 hereof. At the time of assignment, the removed General Partner shall be entitled
to receive from the substitute General Partner the fair market value of the General Partnership Interest of such removed General
Partner. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and a Majority
in Interest (excluding the General Partner and any Subsidiary of the General Partner) within ten days following the removal of
the General Partner. In the event that the parties are unable to agree upon an appraiser, the removed General Partner and a Majority
in Interest (excluding, for purposes of determining a Majority in Interest, Partnership Interests held by the General Partner and
any Subsidiary of the General Partner) each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair
market value of the removed General Partner’s General Partnership Interest within 30 days of the General Partner’s
removal, and the fair market value of the removed General Partner’s General Partnership Interest shall be the average of
the two appraisals; provided that if the higher appraisal exceeds the lower appraisal by more than 20% of the amount of
the lower appraisal, the two appraisers, no later than 40 days after the removal of the General Partner, shall select a third appraiser
who shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest no
later than 60 days after the removal of the General Partner. In such case, the fair market value of the removed General Partner’s
General Partnership Interest shall be the average of the two appraisals closest in dollar value.


 


(c)
The General Partnership Interest of a removed General Partner, during the time after removal until transfer under Section
7.04(b) hereof, shall be converted to that of a special Limited Partner; provided that such removed General Partner shall
not have any rights to participate in the management and affairs of the Partnership, and shall not be entitled to any portion of
the income, expense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to the Limited
Partners. Instead, such removed General Partner shall receive and be entitled only to retain distributions or allocations of such
items that it would have been entitled to receive in its capacity as General Partner, until the transfer is effective pursuant
to Section 7.04(b) hereof.


 


(d)
All Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents
as shall be legally necessary and sufficient to effect all the foregoing provisions of this Section 7.04.


 


ARTICLE
VIII



RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS


 


8.01
Management of the Partnership. The Limited Partners shall not participate in the management or control
of Partnership business nor shall they transact any business for the Partnership, nor shall they have the power to sign for or
bind the Partnership, such powers being vested solely and exclusively in the General Partner. The Limited Partners covenant and
agree not to hold themselves out in a manner that could reasonably be considered in contravention of the terms hereof by any third
party.


 






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8.02
Power of Attorney. Each Limited Partner by execution of this Agreement, directly or through execution
by power of attorney or other consent, irrevocably appoints the General Partner its true and lawful attorney-in-fact, who may act
for each Limited Partner and in its name, place and stead, and for its use and benefit, to sign, acknowledge, swear to, deliver,
file or record, at the appropriate public offices, any and all documents, certificates and instruments (including, without limitation,
this Agreement and all amendments or restatements thereof) as may be deemed necessary or desirable by the General Partner to carry
out fully the provisions of this Agreement and the Act in accordance with their terms, which power of attorney is coupled with
an interest and shall survive the death, dissolution or legal incapacity of the Limited Partner, or the transfer by the Limited
Partner of any part or all of its Partnership Interest.


 


8.03
Limitation on Liability of Limited Partners. No Limited Partner shall be liable for any debts, liabilities,
contracts or obligations of the Partnership. A Limited Partner shall be liable to the Partnership only to make payments of its
Capital Contribution, if any, as and when due hereunder. After its Capital Contribution is fully paid, no Limited Partner shall,
except as otherwise required by the Act, be required to make any further Capital Contributions or other payments or lend any funds
to the Partnership.


 


8.04
Common Unit Redemption Right.


 


(a)
Subject to Sections 8.04(b), (c), (d), (e) and (f) hereof and the provisions of any agreements between the Partnership and
one or more Limited Partners with respect to Common Units (including any LTIP Units that are converted into Common Units) held
by them, each Limited Partner (other than the General Partner or any Subsidiary of the General Partner) shall have the right (the
“Common Unit Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a
portion of the Common Units held by such Limited Partner at a redemption price equal to and in the form of the Common Redemption
Amount to be paid by the Partnership, provided that Common Units issued after the Original Date shall be subject to any
restriction upon the ability to exercise the Common Unit Redemption Right agreed to in writing between the Redeeming Limited Partner
and the General Partner. The Common Unit Redemption Right shall be exercised pursuant to a Notice of Redemption Right in the form
attached hereto as Exhibit B delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who
is exercising the Common Unit Redemption Right (the “Redeeming Limited Partner”) and such notice shall be irrevocable
unless otherwise agreed upon by the General Partner. In such event, the Partnership shall deliver the Cash Amount to the Redeeming
Limited Partner. Notwithstanding the foregoing, the Partnership shall not be obligated to satisfy such Common Unit Redemption Right
if the General Partner elects to purchase the Common Units subject to the Notice of Redemption pursuant to Section 8.04(b) hereof.
No Limited Partner may deliver more than two Notices of Redemption during each calendar year unless otherwise agreed by the General
Partner. A Limited Partner may not exercise the Common Unit Redemption Right for less than one thousand (1,000) Common Units or,
if such Limited Partner holds less than one thousand (1,000) Common Units, all of the Common Units held by such Limited Partner.
The Redeeming Limited Partner shall have no right, with respect to any Common Units so redeemed, to receive any distribution paid
with respect to Common Units if the record date for such distribution is on or after the Specified Redemption Date.


 






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(b)
Notwithstanding the provisions of Section 8.04(a) hereof, if a Limited Partner exercises the Common Unit Redemption Right
by delivering to the Partnership a Notice of Redemption, then the Partnership may, in its sole and absolute discretion, elect to
cause the General Partner to purchase directly and acquire some or all of, and in such event the General Partner agrees to purchase
and acquire, such Common Units by paying to the Redeeming Limited Partner either the Cash Amount or the REIT Shares Amount, as
elected by the General Partner (in its sole and absolute discretion) on the Specified Redemption Date, whereupon the General Partner
shall acquire the Common Units offered for redemption by the Redeeming Limited Partner and shall be treated for all purposes of
this Agreement as the owner of such Common Units.


 


In the event the General Partner purchases
Common Units with respect to the exercise of a Common Unit Redemption Right, the Partnership shall have no obligation to pay any
amount to the Redeeming Limited Partner with respect to such Redeeming Limited Partner’s exercise of such Common Unit Redemption
Right, and each of the Redeeming Limited Partner, the Partnership and the General Partner shall treat the transaction between the
General Partner and the Redeeming Limited Partner as a sale of the Redeeming Limited Partner’s Common Units to the General
Partner for federal income tax purposes. Each Redeeming Limited Partner agrees to execute such documents as the General Partner
may reasonably require in connection with the issuance of REIT Shares upon exercise of the Common Unit Redemption Right.


 


Each Redeeming Limited Partner covenants
and agrees that all Common Units subject to a Notice of Redemption will be delivered to the Partnership or the General Partner
free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims or encumbrances exist or arise
with respect to such Common Units, neither the Partnership nor the General Partner shall be under any obligation to redeem or acquire
such Common Units.


 


(c)
Notwithstanding the provisions of Sections 8.04(a) and 8.04(b) hereof, a Limited Partner shall not be entitled to exercise
the Common Unit Redemption Right if the delivery of REIT Shares to such Limited Partner on the Specified Redemption Date by the
General Partner pursuant to Section 8.04(b) hereof (regardless of whether or not the General Partner would in fact purchase the
Common Units pursuant to Section 8.04(b) hereof) would (i) result in such Limited Partner or any other Person (as defined in the
Articles) owning, directly or indirectly, REIT Shares in excess of the Stock Ownership Limit or any Excepted Holder Limit (each
as defined in the Articles) and calculated in accordance therewith, except as provided in the Articles, (ii) result in REIT Shares
being owned by fewer than 100 persons (determined without reference to any rules of attribution), (iii) result in the General Partner
being “closely held” within the meaning of Section 856(h) of the Code, (iv) cause the General Partner to own, actually
or constructively, 10% or more of the ownership interests in a tenant (other than a TRS) of the General Partner’s, the Partnership’s
or a Subsidiary Partnership’s real property, within the meaning of Section 856(d)(2)(B) of the Code, (v) otherwise cause
the General Partner to fail to qualify as a REIT under the Code or (vi) cause the acquisition of REIT Shares by such Limited Partner
to be “integrated” with any other distribution of REIT Shares or Common Units for purposes of complying with the registration
provisions of the Securities Act. The General Partner, in its sole and absolute discretion, may waive the restriction on redemption
set forth in this Section 8.04(c).


 


(d)
Any Cash Amount to be paid to a Redeeming Limited Partner pursuant to this Section 8.04 shall be paid on the Specified Redemption
Date; provided that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional
90 days to the extent required for the General Partner to cause additional REIT Shares to be issued to provide financing to be
used to make such payment of the Cash Amount and may also delay such Specified Redemption Date to the extent necessary to effect
compliance with applicable requirements of the law. Any REIT Shares Amount to be paid to a Redeeming Limited Partner pursuant to
this Section 8.04 shall be paid on the Specified Redemption Date; provided that the General Partner may elect to cause the
Specified Redemption Date to be delayed to the extent necessary to effect compliance with applicable requirements of the law. Notwithstanding
the foregoing, the General Partner agrees to use its commercially reasonable efforts to cause the closing of the acquisition of
redeemed Common Units hereunder to occur as quickly as reasonably possible.


 






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(e)
Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines
to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code
or any other federal, state, local or foreign law that apply upon a Redeeming Limited Partner’s exercise of the Common Unit
Redemption Right. If a Redeeming Limited Partner believes that it is exempt from such withholding upon the exercise of the Common
Unit Redemption Right, such Partner must furnish the General Partner with a FIRPTA Certificate in the form attached hereto as Exhibit
C and any similar forms or certificates required to avoid or reduce the withholding under federal, state, local or foreign
law or such other form as the General Partner may reasonably request. If the Partnership or the General Partner is required to
withhold and pay over to any taxing authority any amount upon a Redeeming Limited Partner’s exercise of the Common Unit Redemption
Right and if the Common Redemption Amount equals or exceeds the Withheld Amount, the Withheld Amount shall be treated as an amount
received by such Partner in redemption of its Common Units. If, however, the Common Redemption Amount is less than the Withheld
Amount, the Redeeming Limited Partner shall not receive any portion of the Common Redemption Amount, the Common Redemption Amount
shall be treated as an amount received by such Partner in redemption of its Common Units, and the Partner shall contribute the
excess of the Withheld Amount over the Common Redemption Amount to the Partnership before the Partnership is required to pay over
such excess to a taxing authority.


 


(f)
Notwithstanding any other provision of this Agreement, the General Partner may place appropriate restrictions on the ability
of the Limited Partners to exercise their Common Unit Redemption Rights as and if deemed necessary or reasonable to ensure that
the Partnership does not constitute a “publicly traded partnership” under Section 7704 of the Code. If and when the
General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof
(a “Restriction Notice”) to each of the Limited Partners, which notice shall be accompanied by a copy of an
opinion of counsel to the Partnership that states that, in the opinion of such counsel, restrictions are necessary or reasonable
in order to avoid the Partnership being treated as a “publicly traded partnership” under Section 7704 of the Code.


 


8.05
Partnership Right to Call Limited Partnership Interests. Notwithstanding any other provision of this Agreement,
on and after the date on which the aggregate Percentage Interests of the Limited Partners (other than the General Partner) are
less than 1%, the Partnership shall have the right, but not the obligation, from time to time and at any time to redeem any and
all outstanding Limited Partnership Interests (other than the General Partner’s Limited Partnership Interests) by treating
any Limited Partner as a Redeeming Limited Partner who has delivered a Notice of Redemption pursuant to Section 8.04 hereof for
the amount of Common Units to be specified by the General Partner, in its sole and absolute discretion, by notice to such Limited
Partner that the Partnership has elected to exercise its rights under this Section 8.05. Such notice given by the General Partner
to a Limited Partner pursuant to this Section 8.05 shall be treated as if it were a Notice of Redemption delivered to the General
Partner by such Limited Partner. For purposes of this Section 8.05, (a) any Limited Partner may, in the General Partner’s
sole and absolute discretion, be treated as a Redeeming Limited Partner and (b) the limitation of Section 8.04(a) hereof regarding
the exercise of the Redemption Right for less than 1,000 Common Units or, if a Limited Partner holds less than 1,000 Common Units,
all of the Common Units held by a Limited Partner shall not apply, but the remainder of Section 8.04 hereof shall apply, mutatis
mutandis.


 






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8.06
Registration. Subject to the terms of any agreement between the General Partner and a Limited Partner
with respect to Common Units held by such Limited Partner:


 


(a)
Shelf Registration of the REIT Shares. Following the date on which the General Partner becomes eligible to use a
registration statement on Form S-3 for the registration of securities under the Securities Act (the “S-3 Eligible Date”),
the General Partner shall file with the Commission a shelf registration statement under Rule 415 of the Securities Act (the “Registration
Statement”), or any similar rule that may be adopted by the Commission, covering (i) the issuance of REIT Shares issuable
upon redemption of the Common Units held by the Limited Partners as of the date of this Agreement (“Redemption Shares”)
and/or (ii) the resale by the holder of the Redemption Shares. In connection therewith, the General Partner will:


 


(1)
use commercially reasonable efforts to have such Registration Statement declared effective;


 


(2)
register or qualify the Redemption Shares covered by the Registration Statement under the securities or blue sky laws of
such jurisdictions within the United States as required by law, and do such other reasonable acts and things as may be required
of it to enable such holders to consummate the sale or other disposition in such jurisdictions of the Redemption Shares; provided
that the General Partner shall not be required to (i) qualify as a foreign corporation or consent to a general or unlimited service
or process in any jurisdictions in which it would not otherwise be required to be qualified or so consent or (ii) qualify as a
dealer in securities; and


 


(3)
otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission
in connection with the Registration Statement.


 


The General Partner further agrees to supplement
or make amendments to the Registration Statement, if required by the rules, regulations or instructions applicable to the registration
form utilized by the General Partner or by the Securities Act or rules and regulations thereunder for the Registration Statement.
Each Limited Partner agrees to furnish to the General Partner, upon request, such information with respect to the Limited Partner
as may be required to complete and file the Registration Statement and to have the Registration Statement declared effective by
the SEC.


 






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In connection with and as a condition to
the General Partner’s obligations with respect to the filing of the Registration Statement pursuant to this Section 8.06,
each Limited Partner agrees with the General Partner that:


 


(i) it will provide in a timely manner to
the General Partner such information with respect to the Limited Partner as reasonably required to complete the Registration Statement
or as otherwise required to comply with applicable securities laws and regulations;


 


(ii) it will not offer or sell its Redemption
Shares until (A) such Redemption Shares have been included in the Registration Statement and (B) it has received notice that the
Registration Statement covering such Redemption Shares, or any post-effective amendment thereto, has been declared effective by
the Commission, such notice to have been satisfied by the posting by the Commission on www.sec.gov of a notice of effectiveness;


 


(iii) if the General Partner determines in
its good faith judgment, after consultation with counsel, that the use of the Registration Statement, including any pre- or post-effective
amendment thereto, or the use of any prospectus contained in such Registration Statement would require the disclosure of important
information that the General Partner has a bona fide business purpose for preserving as confidential or the disclosure of
which, in the judgment of the General Partner, would impede the General Partner’s ability to consummate a significant transaction,
upon written notice of such determination by the General Partner (which notice shall be deemed sufficient if given through the
issuance of a press release or filing with the Commission and, if such notice is not publicly distributed, the Limited Partner
agrees to keep the subject information confidential and acknowledges that such information may constitute material non-public information
subject to the applicable restrictions under securities laws), the rights of each Limited Partner to offer, sell or distribute
its Redemption Shares pursuant to such Registration Statement or prospectus or to require the General Partner to take action with
respect to the registration or sale of any Redemption Shares pursuant to a Registration Statement (including any action contemplated
by this Section 8.06) will be suspended until the date upon which the General Partner notifies such Limited Partner in writing
(which notice shall be deemed sufficient if given through the issuance of a press release or filing with the Commission and, if
such notice is not publicly distributed, the Limited Partner agrees to keep the subject information confidential and acknowledges
that such information may constitute material non-public information subject to the applicable restrictions under securities laws)
that suspension of such rights for the grounds set forth in this paragraph is no longer necessary; provided that the General
Partner may not suspend such rights for an aggregate period of more than 180 days in any 12-month period; and


 


(iv) in the case of the registration of any
underwritten equity offering proposed by the General Partner (other than any registration by the General Partner on Form S-8, or
a successor or substantially similar form, of an employee stock option, stock purchase or compensation plan or of securities issued
or issuable pursuant to any such plan), each Limited Partner will agree, if requested in writing by the managing underwriter or
underwriters administering such offering, not to effect any offer, sale or distribution of any REIT Shares or Redemption Shares
(or any option or right to acquire REIT Shares or Redemption Shares) during the period commencing on the tenth day prior to the
expected effective date (which date shall be stated in such notice) of the registration statement covering such underwritten primary
equity offering or, if such offering shall be a “take-down” from an effective shelf registration statement, the tenth
day prior to the expected commencement date (which date shall be stated in such notice) of such offering, and ending on the date
specified by such managing underwriter in such written request to the Limited Partners; provided that no Limited Partner
shall be required to agree not to effect any offer, sale or distribution of its Redemption Shares for a period of time that is
longer than the greater of 90 days or the period of time for which any senior executive of the General Partner is required so to
agree in connection with such offering. Nothing in this paragraph shall be read to limit the ability of any Limited Partner to
redeem its Common Units in accordance with the terms of this Agreement.


 






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(b)
Listing on Securities Exchange. If the General Partner lists or maintains the listing of REIT Shares on any securities
exchange or national market system, it shall, at its expense and as necessary to permit the registration and sale of the Redemption
Shares hereunder, list thereon, maintain and, when necessary, increase such listing to include such Redemption Shares.


 


(c)
Registration Not Required. Notwithstanding the foregoing, the General Partner shall not be required to file or maintain
the effectiveness of a registration statement relating to Redemption Shares after the first date upon which, in the opinion of
counsel to the General Partner, all of the Redemption Shares covered thereby could be sold by the holders thereof either (i) pursuant
to Rule 144 under the Securities Act, or any successor rule thereto (“Rule 144”) without limitation as to amount
or manner of sale or (ii) pursuant to Rule 144 in one transaction in accordance with the volume limitations contained in Rule 144(e)
under the Securities Act.


 


(d)
Allocation of Expenses. The Partnership shall pay all expenses in connection with the Registration Statement, including
without limitation (i) all expenses incident to filing with the Financial Industry Regulatory Authority, Inc., (ii) registration
fees, (iii) printing expenses, (iv) accounting and legal fees and expenses, except to the extent holders of Redemption Shares elect
to engage accountants or attorneys in addition to the accountants and attorneys engaged by the General Partner or the Partnership,
which fees and expenses for such accountants or attorneys shall be for the account of the holders of the Redemption Shares, (v)
accounting expenses incident to or required by any such registration or qualification and (vi) expenses of complying with the securities
or blue sky laws of any jurisdictions in connection with such registration or qualification; provided that neither the Partnership
nor the General Partner shall be liable for, or pay (A) any discounts or commissions to any underwriter or broker attributable
to the sale of Redemption Shares or (B) any fees or expenses incurred by holders of Redemption Shares in connection with such registration
that, according to the written instructions of any regulatory authority, the Partnership or the General Partner is not permitted
to pay.


 


(e)
Indemnification.


 


(i)
In connection with the Registration Statement, the General Partner and the Partnership agree to indemnify each holder of
Redemption Shares and each Person who controls any such holder of Redemption Shares within the meaning of Section 15 of the Securities
Act, against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) caused by any
untrue, or alleged untrue, statement of a material fact contained in the Registration Statement, preliminary prospectus or prospectus
(as amended or supplemented if the General Partner shall have furnished any amendments or supplements thereto) or caused by any
omission or alleged omission, to state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by any untrue statement,
alleged untrue statement, omission, or alleged omission based upon information furnished to the General Partner by the Limited
Partner or the holder for use therein. The General Partner and each officer, director and controlling person of the General Partner
and the Partnership shall be indemnified by each Limited Partner or holder of Redemption Shares covered by the Registration Statement
for all such losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) caused by any untrue,
or alleged untrue, statement or any omission, or alleged omission, based upon information furnished to the General Partner by the
Limited Partner or the holder for use therein.


 






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(ii)
Promptly upon receipt by a party indemnified under this Section 8.06(e) of notice of the commencement of any action against
such indemnified party in respect of which indemnity or reimbursement may be sought against any indemnifying party under this Section
8.06(e), such indemnified party shall notify the indemnifying party in writing of the commencement of such action, but the failure
to so notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party otherwise than
under this Section 8.06(e) unless such failure shall materially adversely affect the defense of such action. In case notice of
commencement of any such action shall be given to the indemnifying party as above provided, the indemnifying party shall be entitled
to participate in and, to the extent it may wish, jointly with any other indemnifying party similarly notified, to assume the defense
of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such indemnified party. The indemnified
party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and
expenses of such counsel shall be paid by the indemnified party unless (i) the indemnifying party agrees to pay the same, (ii)
the indemnifying party fails to assume the defense of such action with counsel reasonably satisfactory to the indemnified party
or (iii) the named parties to any such action (including any impleaded parties) have been advised by such counsel that representation
of such indemnified party and the indemnifying party by the same counsel would be inappropriate under applicable standards of professional
conduct (in which case the indemnified party shall have the right to separate counsel and the indemnifying party shall pay the
reasonable fees and expenses of such separate counsel, provided that, the indemnifying party shall not be liable for more than
one separate counsel). No indemnifying party shall be liable for any settlement of any proceeding entered into without its consent.


 


(f)
Contribution.


 


(i)
If for any reason the indemnification provisions contemplated by Section 8.06(e) hereof are either unavailable or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities referred to therein, then the party
that would otherwise be required to provide indemnification or the indemnifying party (in either case, for purposes of this Section
8.06(f), the “Indemnifying Party”) in respect of such losses, claims, damages or liabilities, shall contribute
to the amount paid or payable by the party that would otherwise be entitled to indemnification or the indemnified party (in either
case, for purposes of this Section 8.06(f), the “Indemnified Party”) as a result of such losses, claims, damages,
liabilities or expense, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the Indemnified
Party, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and Indemnified Party
shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact related to information supplied by the Indemnifying Party or Indemnified Party, and
the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall
be deemed to include any legal or other fees or expenses reasonably incurred by such party.


 






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(ii)
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8.06(f) were determined
by pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method of allocation that
does not take account of the equitable considerations referred to in the immediately preceding paragraph. No person or entity determined
to have committed a fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.


 


(iii)
The contribution provided for in this Section 8.06(f) shall survive the termination of this Agreement and shall remain in
full force and effect regardless of any investigation made by or on behalf of any Indemnified Party.


 


ARTICLE
IX



TRANSFERS OF PARTNERSHIP INTERESTS


 


9.01
Purchase for Investment.


 


(a)
Each Limited Partner, by its signature below or by its subsequent admission to the Partnership, hereby represents and warrants
to the General Partner and to the Partnership that the acquisition of such Limited Partner’s Partnership Units is made for
investment purposes only and not with a view to the resale or distribution of such Partnership Units.


 


(b)
Subject to the provisions of Section 9.02 hereof, each Limited Partner agrees that such Limited Partner will not sell, assign
or otherwise transfer such Limited Partner’s Partnership Units or any fraction thereof, whether voluntarily or by operation
of law or at judicial sale or otherwise, to any Person who does not make the representations and warranties to the General Partner
set forth in Section 9.01(a) hereof.


  


9.02
Restrictions on Transfer of Partnership Units.


 


(a)
Subject to the provisions of Sections 9.02(b) and (c) hereof, no Limited Partner may offer, sell, assign, hypothecate, pledge
or otherwise transfer all or any portion of such Limited Partner’s Partnership Units, or any of such Limited Partner’s
economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively,
a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole
and absolute discretion; provided that the term Transfer does not include (a) any redemption of Common Units by the Partnership
or the General Partner, or acquisition of Common Units by the General Partner, pursuant to Section 8.04 hereof or (b) any redemption
of Partnership Units pursuant to any Partnership Unit Designation. The General Partner may require, as a condition of any Transfer
to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith (including, but
not limited to, cost of legal counsel).



 






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(b)
No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer (i.e., a Transfer
consented to as contemplated by clause (a) above or a Transfer pursuant to Section 9.05 hereof) of all of such Limited Partner’s
Partnership Units pursuant to this Article IX or pursuant to a redemption of all of such Limited Partner’s Common Units pursuant
to Section 8.04 hereof. Upon the permitted Transfer or redemption of all of a Limited Partner’s Common Units, such Limited
Partner shall cease to be a Limited Partner.


 


(c)
No Limited Partner may effect a Transfer of its Partnership Units, in whole or in part, if, in the opinion of legal counsel
for the Partnership, such proposed Transfer would require the registration of the Partnership Units under the Securities Act or
would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).


 


(d)
No Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person (including pursuant
to the Common Unit Redemption Right) if (i) in the opinion of legal counsel for the Partnership, such Transfer would result in
the Partnership being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning
of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability
of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857
or Section 4981 of the Code, (iii) the General Partner determines, in its sole and absolute discretion, that such Transfer, along
or in connection with other Transfers, could cause the Partnership Units to be treated as readily tradable on an “established
securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section
7704 of the Code or (iv) in the opinion of legal counsel for the Partnership, such Transfer is reasonably likely to cause the Partnership
to fail to satisfy the 90% qualifying income test described in Section 7704(c) of the Code.


 


(e)
Any purported Transfer in contravention of any of the provisions of this Article IX shall be void ab initio and ineffectual
and shall not be binding upon, or recognized by, the General Partner or the Partnership.


 


(f)
Prior to the consummation of any Transfer under this Article IX, the transferor and/or the transferee shall deliver to the
General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.


 


9.03
Admission of Substitute Limited Partner.


 


(a)
Subject to the other provisions of this Article IX, an assignee of the Partnership Units of a Limited Partner (which shall
be understood to include any purchaser, transferee, donee or other recipient of any disposition of such Partnership Units) shall
be deemed admitted as a Limited Partner of the Partnership only with the consent of the General Partner, which consent may be given
or withheld by the General Partner in its sole and absolute discretion, and upon the completion of the following in a manner satisfactory
to the General Partner:


 


(i)
The assignee shall have accepted and agreed to be bound by the terms and provisions of this Agreement by executing a counterpart
or an amendment thereof, including a revised Exhibit A, and such other documents or instruments as the General Partner may
require in order to effect the admission of such Person as a Limited Partner.


 


(ii)
To the extent required, an amended Certificate evidencing the admission of such Person as a Limited Partner shall have been
signed, acknowledged and filed in accordance with the Act.


 






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(iii)
The assignee shall have delivered a letter containing the representation set forth in Section 9.01(a) hereof and the agreement
set forth in Section 9.01(b) hereof.


 


(iv)
If the assignee is a corporation, partnership, limited liability company or trust, the assignee shall have provided the
General Partner with evidence satisfactory to counsel for the Partnership of the assignee’s authority to become a Limited
Partner under the terms and provisions of this Agreement.


 


(v)
The assignee shall have executed a power of attorney containing the terms and provisions set forth in Section 8.02 hereof.


 


(vi)
The assignee shall have paid all legal fees and other expenses of the Partnership and the General Partner and filing and
publication costs in connection with its substitution as a Limited Partner.


 


(vii)
The assignee shall have obtained the prior written consent of the General Partner to its admission as a Substitute Limited
Partner, which consent may be given or denied in the exercise of the General Partner’s sole and absolute discretion


 


(viii)
Each assignee shall have represented and warranted to, and covenanted with, each other Partner that if 5% of more (by value)
of the Partnership’s interests are or will be owned by such assignee within the meaning of Section 7704(d)(3) of the Code,
such assignee does not, and for so long as it is a Partner will not, own, directly or indirectly, (a) stock of any corporation
(other than a TRS) that is a tenant of (I) the General Partner or any Disregarded Entity with respect to the General Partner, (II)
the Partnership or (III) any partnership, venture or limited liability company of which the General Partner, any Disregarded Entity
with respect to the General Partner, or the Partnership is a direct or indirect member or (b) an interest in the assets or net
profits of any non-corporate tenant of (I) the General Partner or any Disregarded Entity with respect to the General Partner, (II)
the Partnership or (III) any partnership, venture, or limited liability company of which the General Partner, any Disregarded Entity
with respect to the General Partner, or the Partnership is a direct or indirect member.


 


(b)
For the purpose of allocating Profits and Losses and distributing cash received by the Partnership, a Substitute Limited
Partner shall be treated as having become, and appearing in the records of the Partnership as, a Partner upon the filing of the
Certificate described in Section 9.03(a)(ii) hereof or, if no such filing is required, the later of the date specified in the transfer
documents or the date on which the General Partner has received all necessary instruments of transfer and substitution.


 


(c)
The General Partner and the Substitute Limited Partner shall cooperate with each other by preparing the documentation required
by this Section 9.03 and making all required filings and publications. The Partnership shall take all such action as promptly as
practicable after the satisfaction of the conditions in this Article IX to the admission of such Person as a Limited Partner of
the Partnership.


 






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9.04
Rights of Assignees of Partnership Units.


 


(a)
Subject to the provisions of Sections 9.01, 9.02 and 9.03 hereof, except as required by operation of law, the Partnership
shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Units
until the Partnership has received notice thereof.


 


(b)
Any Person who is the assignee of all or any portion of a Limited Partner’s Partnership Units, but does not become
a Substitute Limited Partner and desires to make a further assignment of such Partnership Units, shall be subject to all the provisions
of this Article IX to the same extent and in the same manner as any Limited Partner desiring to make an assignment of its Partnership
Units.


 


9.05
Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner. The occurrence of an Event
of Bankruptcy as to a Limited Partner, the death of a Limited Partner or a final adjudication that a Limited Partner is incompetent
(which term shall include, but not be limited to, insanity) shall not cause the termination or dissolution of the Partnership,
and the business of the Partnership shall continue if an order for relief in a bankruptcy proceeding is entered against a Limited
Partner, the trustee or receiver of his estate or, if such Limited Partner dies, such Limited Partner’s executor, administrator
or trustee, or, if such Limited Partner is finally adjudicated incompetent, such Limited Partner’s committee, guardian or
conservator, shall have the rights of such Limited Partner for the purpose of settling or managing such Limited Partner’s
estate property and such power as the bankrupt, deceased or incompetent Limited Partner possessed to assign all or any part of
such Limited Partner’s Partnership Units and to join with the assignee in satisfying conditions precedent to the admission
of the assignee as a Substitute Limited Partner.


 


9.06
Joint Ownership of Partnership Units. A Partnership Unit may be acquired by two individuals as joint tenants
with right of survivorship, provided that such individuals either are married or are related and share the same home as
tenants in common. The written consent or vote of both owners of any such jointly held Partnership Unit shall be required to constitute
the action of the owners of such Partnership Unit; provided that the written consent of only one joint owner will be required
if the Partnership has been provided with evidence satisfactory to the counsel for the Partnership that the actions of a single
joint owner can bind both owners under the applicable laws of the state of residence of such joint owners. Upon the death of one
owner of a Partnership Unit held in a joint tenancy with a right of survivorship, the Partnership Unit shall become owned solely
by the survivor as a Limited Partner and not as an assignee. The Partnership need not recognize the death of one of the owners
of a jointly-held Partnership Unit until it shall have received certificated notice of such death. Upon notice to the General Partner
from either owner, the General Partner shall cause the Partnership Unit to be divided into two equal Partnership Units, which shall
thereafter be owned separately by each of the former owners.


 


ARTICLE
X



BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS


 


10.01
Books and Records. At all times during the continuance of the Partnership, the General Partner shall keep
or cause to be kept at the Partnership’s specified office true and complete books of account in accordance with generally
accepted accounting principles, including: (a) a current list of the full name and last known business address of each Partner,
(b) a copy of the Certificate of Limited Partnership and all certificates of amendment thereto, (c) copies of the Partnership’s
federal, state and local income tax returns and reports, (d) copies of this Agreement and any financial statements of the Partnership
for the three most recent years and (e) all documents and information required under the Act. Any Partner or its duly authorized
representative, upon paying the costs of collection, duplication and mailing, shall be entitled to a copy of such records upon
reasonable request.


 






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10.02
Custody of Partnership Funds; Bank Accounts.


 


(a)
All funds of the Partnership not otherwise invested shall be deposited in one or more accounts maintained in such banking
or brokerage institutions as the General Partner shall determine, and withdrawals shall be made only on such signature or signatures
as the General Partner may, from time to time, determine.


 


(b)
All deposits and other funds not needed in the operation of the business of the Partnership may be invested by the General
Partner. The funds of the Partnership shall not be commingled with the funds of any Person other than the General Partner except
for such commingling as may necessarily result from an investment in those investment companies permitted by this Section 10.02(b).


 


10.03
Fiscal and Taxable Year. The fiscal and taxable year of the Partnership shall be the calendar year unless
otherwise required by the Code.


 


10.04
Annual Tax Information and Report. The General Partner shall use commercially reasonable efforts to furnish,
within 75 days after the end of each fiscal year of the Partnership, to each person who was a Limited Partner at any time during
such year the tax information with respect to the Partnership necessary to file such Limited Partner’s individual tax returns
as required by law.


 


10.05
Tax Matters Partner; Tax Elections; Special Basis Adjustments.


 


(a)
The General Partner shall be the Tax Matters Partner of the Partnership. As Tax Matters Partner, the General Partner shall
have the right and obligation to take all actions authorized and required, respectively, by the Code for the Tax Matters Partner.
The General Partner shall have the right to retain professional assistance in respect of any audit of the Partnership by the Service
and all out-of-pocket expenses and fees incurred by the General Partner on behalf of the Partnership as Tax Matters Partner shall
constitute Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section
6223(a)(2) of the Code, the General Partner shall either (i) file a court petition for judicial review of such final adjustment
within the period provided under Section 6226(a) of the Code, a copy of which petition shall be mailed to all Limited Partners
on the date such petition is filed or (ii) mail a written notice to all Limited Partners, within such period, that describes the
General Partner’s reasons for determining not to file such a petition.


 


(b)
All elections required or permitted to be made by the Partnership under the Code or any applicable state or local tax law
shall be made by the General Partner in its sole and absolute discretion.


 






    	51



    	 



    

 


(c)
In the event of a transfer of all or any part of the Partnership Interest of any Partner, the Partnership, at the option
of the General Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the Properties. Notwithstanding anything
contained in Article V of this Agreement, any adjustments made pursuant to Section 754 shall affect only the successor in interest
to the transferring Partner and in no event shall be taken into account in establishing, maintaining or computing Capital Accounts
for the other Partners for any purpose under this Agreement. Each Partner will furnish the Partnership with all information necessary
to give effect to such election.


 


(d)
The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor
Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation § 1.83-3(1)
and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when
such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”),
apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to
the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor
Interests”). The Tax Matters Partner is authorized and directed to execute and file the Safe Harbor Election on behalf
of the Partnership and the Partners. The Partnership and the Partners (including any person to whom an interest in the Partnership
is transferred in connection with the performance of services) hereby agree to comply with all requirements of the Safe Harbor
(including forfeiture allocations) with respect to all Safe Harbor Interests and to prepare and file all federal income tax returns
reporting the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor guidance.
The Partnership is also authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect that the
election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under Proposed
Treasury Regulation § 1.83-3, including amending this Agreement. In the event the Safe Harbor Election is rendered moot or
obsolete by future legislation that amends Section 83 of the Code, this Section 10.05(d) shall have no effect. The liquidation
value of each LTIP Unit shall be zero upon grant as provided in Section 4.04(c)(i) hereof.


 


(e)
Each Limited Partner shall be required to provide such information as reasonably requested by the Partnership in order to
determine whether such Limited Partner (i) owns, directly or constructively (within the meaning of Section 318(a) of the Code,
as modified by Section 856(d)(5) of the Code and Section 7704(d)(3) of the Code), 5% or more of the value of the Partnership or
(ii) owns, directly or constructively (within the meaning of Section 318(a) of the Code, as modified by Section 856(d)(5) of the
Code and Section 7704(d)(3) of the Code), 10% or more of (a) the stock, by voting power or value, of a tenant (other than a “taxable
REIT subsidiary” within the meaning of Section 856(d) of the Code) of the Partnership that is a corporation or (b) the assets
or net profits of a tenant of the Partnership that is a noncorporate entity.


 






    	52



    	 



    

 


ARTICLE
XI



AMENDMENT OF AGREEMENT; MERGER


 


11.01
Amendment of Agreement.


 


The General Partner’s consent shall
be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this
Agreement in any respect; provided that the following amendments shall require the consent of a Majority in Interest (excluding,
for purposes of determining a Majority in Interest, Partnership Interests held by the General Partner or any Subsidiary of the
General Partner):


 


(a)
any amendment affecting the operation of the Conversion Factor or the Common Unit Redemption Right (except as otherwise
provided herein) in a manner that adversely affects the Limited Partners in any material respect;


 


(b)
any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them
hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.02 hereof;


 


(c)
any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than
with respect to the issuance of additional Partnership Units pursuant to Section 4.02 hereof;


 


(d)
any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership;
or


 


(e)
any amendment to this Article XI.


 


11.02
Merger of Partnership.


 


The General Partner, without the consent
of the Limited Partners, may (i) merge or consolidate the Partnership with or into any other domestic or foreign partnership, limited
partnership, limited liability company or corporation or (ii) sell all or substantially all of the assets of the Partnership, in
each case in a transaction pursuant to which the Limited Partners (other than the General Partner or any Subsidiary of the General
Partner) receive consideration as set forth in Section 7.01(c)(ii) hereof or in a transaction that complies with Sections 7.01(c)(iii)
or 7.01(d) hereof and may amend this Agreement in connection with any such transaction consistent with the provisions of this Article
XI; provided that the consent of a Majority in Interest shall be required in the case of any other (a) merger or consolidation
of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation
or (b) sale of all or substantially all of the assets of the Partnership.


 


ARTICLE
XII



GENERAL PROVISIONS


 


12.01
Notices. All communications required or permitted under this Agreement shall be in writing and shall be
deemed to have been given when delivered personally, by email, by press release, by posting on the website of the General Partner,
or upon deposit in the United States mail, registered, first-class postage prepaid return receipt requested, or via courier to
the Partners at the addresses set forth in Exhibit A attached hereto, as it may be amended or restated from time to time;
provided that any Partner may specify a different address by notifying the General Partner in writing of such different
address. Notices to the General Partner and the Partnership shall be delivered at or mailed to its principal office address set
forth in Section 2.03 hereof. The General Partner and the Partnership may specify a different address by notifying the Limited
Partners in writing of such different address.


 






    	53



    	 



    

 


12.02
Survival of Rights. Subject to the provisions hereof limiting Transfers, this Agreement shall be binding
upon and inure to the benefit of the Partners and the Partnership and their permitted respective legal representatives, successors,
transferees and assigns.


 


12.03
Additional Documents. Each Partner agrees to perform all further acts and execute, swear to, acknowledge
and deliver all further documents that may be reasonable, necessary, appropriate or desirable to carry out the provisions of this
Agreement or as required by the Act.


 


12.04
Severability. If any provision of this Agreement shall be declared illegal, invalid or unenforceable in
any jurisdiction, then such provision shall be deemed to be severable from this Agreement (to the extent permitted by law) and
in any event such illegality, invalidity or unenforceability shall not affect the remainder hereof. To the extent permitted under
applicable law, the severed provision shall be interpreted or modified so as to be enforceable to the maximum extent permitted
by law.


 


12.05
Entire Agreement. This Agreement and exhibits attached hereto constitute the entire Agreement of the Partners
and supersede all prior written agreements and prior and contemporaneous oral agreements, understandings and negotiations with
respect to the subject matter hereof.


 


12.06
Pronouns and Plurals. When the context in which words are used in the Agreement indicates that such is
the intent, words in the singular number shall include the plural and the masculine gender shall include the neuter or female gender
as the context may require.


 


12.07
Headings. The Article headings or sections in this Agreement are for convenience only and shall not be
used in construing the scope of this Agreement or any particular Article.


 


12.08
Counterparts. This Agreement may be executed by hand or by power of attorney in several counterparts,
each of which shall be deemed to be an original copy and all of which together shall constitute one and the same instrument binding
on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart.


 


12.09
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State
of Delaware.


 






    	54



    	 



    

 


12.10
Limitation to Preserve REIT Status. Notwithstanding anything else in this Agreement, to the extent that
the amount to be paid, credited, distributed or reimbursed by the Partnership to the General Partner or its officers, directors,
employees or agents, whether as a reimbursement, fee, expense or indemnity (a “REIT Payment”), would constitute
gross income to the General Partner for purposes of Section 856(c)(2) or Section 856(c)(3) of the Code, then, notwithstanding any
other provision of this Agreement, the amount of such REIT Payments, as selected by the General Partner in its sole and absolute
discretion from among items of potential distribution, reimbursement, fees, expenses and indemnities, shall be reduced for any
Partnership taxable year so that the REIT Payments, as so reduced, for or with respect to the General Partner shall not exceed
the lesser of:


 


(a)
an amount equal to the excess, if any, of (a) 4.9% of the General Partner’s total gross income (but excluding the
amount of any REIT Payments and amounts excluded from gross income pursuant to Section 856(c)(5)(G) of the Code) for the Partnership
taxable year that is described in subsections (A) through (I) of Section 856(c)(2) of the Code over (b) the amount of gross income
(within the meaning of Section 856(c)(2) of the Code) derived by the General Partner from sources other than those described in
subsections (A) through (I) of Section 856(c)(2) of the Code (but not including the amount of any REIT Payments and amounts excluded
from gross income pursuant to Section 856(c)(5)(G) of the Code); or


 


(b)
an amount equal to the excess, if any, of (a) 24% of the General Partner’s total gross income (but excluding the amount
of any REIT Payments and amounts excluded from gross income pursuant to Section 856(c)(5)(G) of the Code) for the Partnership taxable
year that is described in subsections (A) through (I) of Section 856(c)(3) of the Code over (b) the amount of gross income (within
the meaning of Section 856(c)(3) of the Code) derived by the General Partner from sources other than those described in subsections
(A) through (I) of Section 856(c)(3) of the Code (but not including the amount of any REIT Payments and amounts excluded from gross
income pursuant to Section 856(c)(5)(G) of the Code);


 


provided, however, that REIT Payments in excess of the
amounts set forth in clauses (i) and (ii) above may be made if the General Partner, as a condition precedent, obtains an opinion
of tax counsel that the receipt of such excess amounts should not adversely affect the General Partner’s ability to qualify
as a REIT. To the extent that REIT Payments may not be made in a Partnership taxable year as a consequence of the limitations
set forth in this Section 12.10, such REIT Payments shall carry over and shall be treated as arising in the following Partnership
taxable year if such carry over does not adversely affect the General Partner’s ability to qualify as a REIT, provided, however,
that any such REIT Payment shall not be carried over more than three Partnership taxable years, and any such remaining payments
shall no longer be due and payable. The purpose of the limitations contained in this Section 12.10 is to prevent the General Partner
from failing to qualify as a REIT under the Code by reason of the General Partner’s share of items, including distributions,
reimbursements, fees, expenses or indemnities, receivable directly or indirectly from the Partnership, and this Section 12.10
shall be interpreted and applied to effectuate such purpose.


 


[Signature page follows.]


 






    	55



    	 



    

 


IN WITNESS WHEREOF, the parties hereto have
hereunder affixed their signatures to this First Amended and Restated Agreement of Limited Partnership, all as of the ___ day of
____________, 2015.


	 	 	 	 	 
	 	GENERAL PARTNER:
	 	 	 
	 	RIVERBANC MULTIFAMILY INVESTORS, INC.
	 	 	 	 
	 	 	By:	 
	 	 	 	 	Kevin M. Donlon
	 	 	 	 	Chief Executive Officer
	 	 	 	 	 
	 	LIMITED PARTNERS:
	 	 	 	 	 
	 	By:	RIVERBANC MULTIFAMILY INVESTORS, INC.
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	Kevin M. Donlon
	 	 	 	 	Chief Executive Officer




 


Kevin M. Donlon, not individually


but as attorney-in-fact for each of the


following Limited Partners:


 






    	56



    	 



    

 



EXHIBIT A


 


(As of [__________], 2015)


	 	 	 	 	 	 	 
	Partner	 	Agreed Value of 

    Capital 

    Contribution	 	Common Units	 	Percentage 

    Interest
	 	 	 	 	 	 	 
	General Partner:	 	 	 	 	 	 
	RiverBanc Multifamily Investors, Inc.	 	$	 	 	 	%
	 	 	 	 	 	 	 
	Limited Partners:	 	 	 	 	 	 
	Katharine R. Briggs	 	$	 	 	 	%
	Robert W. Simmons	 	$	 	 	 	%
	C. Reynolds Thompson III	 	$	 	 	 	%
	TOTALS	 	$	 	 	 	%


 






    	A-1



    	 



    

 


EXHIBIT B


 


NOTICE
OF REDEMPTION


 


In accordance with Section 8.04 of the First
Amended and Restated Agreement of Limited Partnership, as amended (the “Agreement”), of RiverBanc Multifamily
LP, a Delaware limited partnership, the undersigned hereby irrevocably (i) presents for redemption     Common Units of RiverBanc Multifamily
LP in accordance with the terms of the Agreement, as amended, and the Common Unit Redemption Right referred to in Section 8.04
thereof, (ii) surrenders such Common Units and all right, title and interest therein and (iii) directs that the Cash Amount or
REIT Shares Amount (as defined in the Agreement) as determined by the General Partner deliverable upon exercise of the Common Unit
Redemption Right be delivered to the address specified below, and if REIT Shares (as defined in the Agreement) are to be delivered,
such REIT Shares be registered or placed in the name(s) and at the address(es) specified below. The undersigned hereby represents,
warrants and certifies that the undersigned (a) has title to such Common Units, free and clear of the rights and interests of any
person or entity other than the Partnership or the General Partner; (b) has the full right, power and authority to cause the redemption
of the Common Units as provided herein; and (c) has obtained the approval of all persons or entities, if any, having the right
to consent to or approve the Common Units for redemption.


 


Dated: ____________, ______


 


Name of Limited Partner:


 


(Signature of Limited Partner or Authorized
Representative)


 


(Mailing Address)



 

	(City)	(State)	(Zip Code)




 


Signature Guaranteed by:



 


If REIT Shares are to be issued, issue to:



 


Name:



 


Please insert Social Security or identifying number:


 






    	B-1



    	 



    

 



EXHIBIT C-1


 


CERTIFICATION
OF NON-FOREIGN STATUS

(FOR REDEEMING LIMITED PARTNERS THAT ARE ENTITIES)


 


Under Section 1445(e) of the Internal Revenue
Code of 1986, as amended (the “Code”), in the event of a disposition by a non-U.S. person of a partnership interest
in a partnership in which (i) 50% or more of the value of the gross assets consists of United States real property interests (“USRPIs”),
as defined in Section 897(c) of the Code, and (ii) 90% or more of the value of the gross assets consists of USRPIs, cash, and cash
equivalents, the transferee will be required to withhold 10% of the amount realized by the non-U.S. person upon the disposition.
To inform RiverBanc Multifamily Investors, Inc. (the “General Partner”) and RiverBanc Multifamily LP, a Delaware
limited partnership (the “Partnership”), that no withholding is required with respect to the redemption by ______________
(“Partner”) of its Common Units in the Partnership, the undersigned hereby certifies the following on behalf
of Partner:


 


1. Partner is not a foreign corporation,
foreign partnership, foreign trust, or foreign estate, as those terms are defined in the Code and the Treasury regulations thereunder.


 


2. Partner is not a disregarded entity as
defined in Treasury Regulation Section 1.1445-2(b)(2)(iii).


 


3. The U.S. employer identification number
of Partner is .


 


4. The principal business address of Partner
is: _________, _________ and Partner’s place of incorporation is __________________.


 


5. Partner agrees to inform the General
Partner if it becomes a foreign person at any time during the three-year period immediately following the date of this notice.


 


6. Partner understands that this certification
may be disclosed to the Internal Revenue Service by the General Partner and that any false statement contained herein could be
punished by fine, imprisonment, or both.


 


PARTNER:




	 	 	 	 	 
	By:	 	 	 	 
	Name:	 	 
	Title:	 	 	 




 


Under penalties of perjury, I declare that I have examined this
certification and, to the best of my knowledge and belief, it is true, correct, and complete, and I further declare that I have
authority to sign this document on behalf of Partner.


 


Date:




	 	 	 	 
	 	Name:	 
	 	Title:	 	 



 






    	C-1-1



    	 



    

 


EXHIBIT C-2


 





CERTIFICATION
OF NON-FOREIGN STATUS

(FOR REDEEMING LIMITED PARTNERS THAT ARE INDIVIDUALS)


 


Under Section 1445(e) of the Internal Revenue
Code of 1986, as amended (the “Code”), in the event of a disposition by a non-U.S. person of a partnership interest
in a partnership in which (i) 50% or more of the value of the gross assets consists of United States real property interests (“USRPIs”),
as defined in Section 897(c) of the Code, and (ii) 90% or more of the value of the gross assets consists of USRPIs, cash, and cash
equivalents, the transferee will be required to withhold 10% of the amount realized by the non-U.S. person upon the disposition.
To inform RiverBanc Multifamily Investors, Inc. (the “General Partner”) and RiverBanc Multifamily LP, a Delaware
limited partnership (the “Partnership”), that no withholding is required with respect to my redemption of my
Common Units in the Partnership, I, _____________________, hereby certify the following:


 


1. I am not a nonresident alien for purposes
of U.S. income taxation.


 


2. My U.S. taxpayer identification number
(social security number) is _____________.


 


3. My home address is:______________________________________.


 


4. I agree to inform the General Partner
promptly if I become a nonresident alien at any time during the three-year period immediately following the date of this notice.


 


5. I understand that this certification
may be disclosed to the Internal Revenue Service by the General Partner and that any false statement contained herein could be
punished by fine, imprisonment, or both.


 


Name: ____________________________________.


 


Under penalties of perjury, I declare that I have examined this
certification and, to the best of my knowledge and belief, it is true, correct, and complete.


 


Date: ________________, 20____.




	 	 	 	 
	 	Name:	 
	 	Title:	 	 


 






    	C-2-1



    	 



    

 



EXHIBIT D


 


NOTICE
OF ELECTION BY PARTNER TO CONVERT

LTIP UNITS INTO COMMON UNITS


 


The undersigned holder of LTIP Units hereby
irrevocably (i) elects to convert the number of LTIP Units of RiverBanc Multifamily LP, a Delaware limited partnership (the “Partnership”),
set forth below into Common Units in accordance with the terms of the First Amended and Restated Agreement of Limited Partnership,
as amended (the “Agreement”), of the Partnership; and (ii) directs that any cash in lieu of Common Units that
may be deliverable upon such conversion be delivered to the address specified below. The undersigned hereby represents, warrants
and certifies that the undersigned (a) has title to such LTIP Units, free and clear of the rights or interests of any other person
or entity other than the Partnership or the General Partner; (b) has the full right, power, and authority to cause the conversion
of such LTIP Units as provided herein; and (c) has obtained the consent to or approval of all persons or entities, if any, having
the right to consent to or approve such conversion.


 


Name of Holder:


 


(Please Print: Exact Name as Registered
with Partnership)



 


Number of LTIP Units to be Converted:



 


Date of this Notice:


 


(Signature of Holder: Sign Exact Name as
Registered with Partnership)



 


(Street Address)


 

	(City)	(State)	(Zip Code)


 


Signature Guaranteed by:

 






    	D-1



    	 



    

 



EXHIBIT E


 


NOTICE
OF ELECTION BY PARTNERSHIP TO FORCE CONVERSION

OF LTIP UNITS INTO COMMON UNITS


 


RiverBanc Multifamily LP, a Delaware limited
partnership (the “Partnership”), hereby elects to cause the number of LTIP Units held by the holder of LTIP
Units set forth below to be converted into Common Units in accordance with the terms of the the First Amended and Restated Agreement
of Limited Partnership, as amended (the “Agreement”), of the Partnership, effective as of __________________
(the “Conversion Date”).


 


Name of Holder:



 


(Please Print: Exact Name as Registered
with Partnership)


 


Number of LTIP Units to be Converted:



 


Date of this Notice:


 






    	E-1