Form of First Amended and Restated Limited Partnership Agreement




 EXHIBIT 10.1 
 FORM OF FIRST AMENDED AND RESTATED 
 LIMITED PARTNERSHIP AGREEMENT 
 OF 
 THE GC NET LEASE REIT OPERATING
PARTNERSHIP, L.P. 








 FIRST AMENDED AND RESTATED 
 LIMITED PARTNERSHIP AGREEMENT 
 OF 
 THE GC NET LEASE REIT OPERATING PARTNERSHIP, L.P. 
 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	 ARTICLE 1
	  	DEFINED TERMS	  	1
			
	 ARTICLE 2
	  	PARTNERSHIP FORMATION AND IDENTIFICATION	  	7
	 2.1
	  	Formation	  	7
	 2.2
	  	Name, Office and Registered Agent	  	7
	 2.3
	  	Partners	  	8
	 2.4
	  	Term and Dissolution	  	8
	 2.5
	  	Filing of Certificate and Perfection of Limited Partnership	  	8
	 2.6
	  	Certificates Describing Partnership Units	  	8
			
	 ARTICLE 3
	  	BUSINESS OF THE PARTNERSHIP	  	9
			
	 ARTICLE 4
	  	CAPITAL CONTRIBUTIONS AND ACCOUNTS	  	9
	 4.1
	  	Capital Contributions	  	9
	 4.2
	  	Additional Capital Contributions and Issuances of Additional Partnership Interests	  	9
	 4.3
	  	Additional Funding	  	11
	 4.4
	  	Capital Accounts	  	11
	 4.5
	  	Percentage Interests	  	11
	 4.6
	  	No Interest on Contributions	  	12
	 4.7
	  	Return of Capital Contributions	  	12
	 4.8
	  	No Third Party Beneficiary	  	12
			
	 ARTICLE 5
	  	PROFITS AND LOSSES; DISTRIBUTIONS	  	12
	 5.1
	  	Allocation of Profit and Loss	  	12
	 5.2
	  	Distribution of Cash	  	14
	 5.3
	  	REIT Distribution Requirements	  	15
	 5.4
	  	No Right to Distributions In Kind	  	15
	 5.5
	  	Limitations of Return of Capital Contributions	  	15
	 5.6
	  	Distributions Upon Liquidation	  	15
	 5.7
	  	Substantial Economic Effect	  	16
			
	 ARTICLE 6
	  	RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER	  	16
	 6.1
	  	Management of the Partnership	  	16
	 6.2
	  	Delegation of Authority	  	18
	 6.3
	  	Indemnification and Exculpation of Indemnitees	  	18
	 6.4
	  	Liability of the General Partner	  	20
	 6.5
	  	Reimbursement of General Partner	  	21
	 6.6
	  	Outside Activities	  	21
	 6.7
	  	Employment or Retention of Affiliates	  	21
	 6.8
	  	General Partner Participation	  	22
	 6.9
	  	Title to Partnership Assets	  	22
	 6.10
	  	Miscellaneous	  	22

  

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	 ARTICLE 7
	  	CHANGES IN GENERAL PARTNER	  	22
	 7.1
	  	Transfer of the General Partner’s Partnership Interest	  	22
	 7.2
	  	Admission of a Substitute or Additional General Partner	  	24
	 7.3
	  	Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner	  	24
	 7.4
	  	Removal of a General Partner	  	25
			
	 ARTICLE 8
	  	RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS	  	26
	 8.1
	  	Management of the Partnership	  	26
	 8.2
	  	Power of Attorney	  	26
	 8.3
	  	Limitation on Liability of Limited Partners	  	26
	 8.4
	  	Exchange Right	  	26
			
	 ARTICLE 9
	  	TRANSFERS OF LIMITED PARTNERSHIP INTERESTS	  	28
	 9.1
	  	Purchase for Investment	  	28
	 9.2
	  	Restrictions on Transfer of Limited Partnership Interests	  	28
	 9.3
	  	Admission of Substitute Limited Partner	  	29
	 9.4
	  	Rights of Assignees of Partnership Interests	  	30
	 9.5
	  	Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner	  	30
	 9.6
	  	Joint Ownership of Interests	  	31
	 9.7
	  	Redemption of Partnership Units	  	31
			
	 ARTICLE 10
	  	ADMISSION OF ADDITIONAL LIMITED PARTNERS	  	31
	 10.1
	  	Admission of Additional Limited Partners	  	31
	 10.2
	  	Allocations to Additional Limited Partners	  	31
	 10.3
	  	Amendment of Agreement and Certificate of Limited Partnership	  	32
			
	 ARTICLE 11
	  	BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS	  	32
	 11.1
	  	Books and Records	  	32
	 11.2
	  	Custody of Partnership Funds; Bank Accounts	  	32
	 11.3
	  	Fiscal and Taxable Year	  	32
	 11.4
	  	Annual Tax Information and Report	  	32
	 11.5
	  	Tax Matters Partner; Tax Elections; Special Basis Adjustments	  	32
	 11.6
	  	Reports Made Available to Limited Partners	  	33
			
	 ARTICLE 12
	  	AMENDMENT OF AGREEMENT; MERGER	  	33
			
	 ARTICLE 13
	  	GENERAL PROVISIONS	  	34
	 13.1
	  	Notices	  	34
	 13.2
	  	Survival of Rights	  	34
	 13.3
	  	Additional Documents	  	34
	 13.4
	  	Severability	  	34
	 13.5
	  	Entire Agreement	  	34
	 13.6
	  	Pronouns and Plurals	  	34
	 13.7
	  	Headings	  	34
	 13.8
	  	Counterparts	  	34
	 13.9
	  	Governing Law	  	35
			
	 EXHIBIT A
	  	General Partner and Original Limited Partner, Capital Contributions and Percentage Interests	  	37
			
	 EXHIBIT B
	  	NOTICE OF EXERCISE OF EXCHANGE RIGHT	  	38

  

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 FIRST AMENDED AND RESTATED 
 LIMITED PARTNERSHIP AGREEMENT 
 OF 
 THE GC NET LEASE REIT OPERATING PARTNERSHIP, L.P. 
 The GC Net Lease REIT Operating Partnership, L.P. (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 Office of the Secretary of State of the State of Delaware on August 29, 2008. This First Amended and Restated Limited Partnership Agreement (“Agreement”) is entered into effective as of May
            , 2009 between The GC Net Lease REIT, Inc., a Maryland corporation (the “General Partner”) and the Limited Partners set forth on Exhibit A hereto.
Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1. 
 WHEREAS, the General Partner and
the Original Limited Partner entered into an Agreement of Limited Partnership of The GC Net Lease REIT Operating Partnership, L.P. dated as of August 29, 2008, pursuant to which the Partnership was formed (the “Original Agreement”);
and 
 WHEREAS, the Additional Limited Partners have, pursuant to the Contribution Agreements agreed to contribute their respective
membership interests in Renfro Properties LLC, which owns the Renfro Property, and Plainfield Partners, LLC, which owns the CB&I Property, to the Partnership in exchange for Partnership Interests; 
 NOW, THEREFORE, in consideration of the foregoing, of mutual covenants between the parties hereto, and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend and restate the Original Agreement in its entirety and continue the Partnership as a limited partnership under the Delaware Revised Uniform Limited
Partnership Act, as amended from time to time, as follows: 
 ARTICLE 1 
 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 4.3. 
 Additional Limited Partner means a Person admitted to the Partnership as a Limited Partner pursuant to Section 10.2 hereof and who is shown
as a Limited Partner on the Partnership Registry. 
 Additional Securities means any additional REIT Shares (other than REIT Shares
issued in connection with an exchange pursuant to Section 8.5 hereof or REIT Shares issued pursuant to a distribution reinvestment plan of the General Partner) or rights, options, warrants or convertible or exchangeable securities containing
the right to subscribe for or purchase REIT Shares, as set forth in Section 4.2(a)(ii). 
 Administrative Expenses means
(i) all administrative and operating costs and expenses incurred by the Partnership, (ii) those 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 have agreed, are expenses of the 

  

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Partnership and not the General Partner, and (iii) to the extent not included in clause (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 partnership interests in a Subsidiary Partnership (other than this Partnership) that are owned by
the General Partner directly. 
 Advisor or Advisors means the Person or Persons, if any, appointed, employed or contracted with by
the General Partner and responsible for directing or performing the day-to-day business affairs of the General Partner, including any Person to whom the Advisor subcontracts substantially all of such functions. 
 Advisory Agreement means the agreement between the General Partner and the Advisor pursuant to which the Advisor will direct or perform the
day-to-day business affairs of the General Partner. 
 Affiliate or Affiliated means, as to any individual, corporation, partnership,
trust, limited liability company or other legal entity (other than this Partnership), (i) any Person, directly or indirectly through one or more intermediaries controlling, controlled by, or under common control with another person;
(ii) any Person, directly or indirectly owning, controlling, or holding with power to vote ten percent (10%) or more of the outstanding voting securities of another Person; (iii) any officer, director, general partner or trustee of
such Person; (iv) any Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with power to vote, by such other Person; and (v) if such other Person is an officer,
director, general partner, or trustee of a Person, the Person for which such Person acts in any such capacity. For purposes of this definition, “under common control” shall mean that one Person or group (within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) owns 10% or more of the outstanding voting securities of two or more Persons, in which case the Person so owned would be affiliates of each other. 
 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 General Partner, the Original Limited Partner and the Additional Limited Partners, the number of Partnership Units issued to each of them, and their respective Capital Contributions as
of the date of contribution is set forth on Exhibit A. 
 Agreement means this First Amended and Restated Limited Partnership
Agreement, as amended, modified, supplemented or restated from time to time, as the context requires. 
 Articles of Incorporation
means the Second Articles of Amendment and Restatement of the General Partner filed with the Maryland State Department of Assessments and Taxation, as amended or restated from time to time. 
 Capital Account has the meaning provided in Section 4.4 hereof. 
 Capital Contribution means the total amount of cash, cash equivalents, and the Agreed Value of any Property or other asset (other than cash)
contributed or agreed to be contributed, as the context requires, to the Partnership by each Partner pursuant to the terms of this 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 product of the
Value of one REIT Share and the REIT Shares Amount on the date of receipt by the General Partner of a Notice of Exchange. 
  

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 CB&I Property means that certain three-story officel laboratory property containing a total of
approximately 176,000 rentable square feet located in Plainfield, Illinois and leased to Chicago Bridge & Iron, Co. 
 Certificate means any instrument or document 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 8.2 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. 
 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. 
 Contribution Agreements means that certain Contribution Agreement (Renfro Property) dated April 21, 2009 and that certain Contribution Agreement (CB&I Property) dated April 21, 2009. 

Conversion Factor means 1.0, provided that 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,
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 and, provided further, 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; provided, however, that if the General Partner receives a Notice of Exchange after the record date, but prior to the effective date of such dividend, distribution, subdivision or combination, the Conversion Factor shall be
determined as if the General Partner had received the Notice of Exchange immediately prior to the record date for such dividend, distribution, subdivision or combination. 
 Event of Bankruptcy as to any Person means the filing of a petition for relief as to such Person as debtor or bankrupt under the Bankruptcy Code of 1978 or similar provision of law of any jurisdiction (except
if such petition is contested by such Person and has been dismissed within 90 days); insolvency or bankruptcy of such Person as finally determined by a court proceeding; 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; 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 

  

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is contested by such Person and has not been finally dismissed within 90 days. 
 Exchange Amount means either the Cash Amount or the REIT Shares Amount, as selected by the General Partner in its sole and absolute discretion pursuant to Section 8.5(b) hereof. 
 Exchange Right has the meaning provided in Section 8.5(a) hereof. 
 Exchanging Partner has the meaning provided in Section 8.5(a) hereof. 
 General Partner means The GC Net Lease REIT, Inc., a Maryland corporation, and any Person who becomes a substitute or additional General Partner
as provided herein, and any of their successors as General Partner. 
 General Partnership Interest means a Partnership Interest held
by the General Partner that is a general partnership interest. 
 Indemnitee means (i) the General Partner or a director, officer
or employee of the General Partner or Partnership, (ii) the Advisor or a director, officer, manager, member, employee of the Advisor or another agent of the Advisor if such agent is an Affiliate of the Advisor and (iii) such other Persons
(including Affiliates of the General Partner, the Advisor or the Partnership) as the General Partner may designate from time to time, in its sole and absolute discretion. 
 “Independent Director” means a director of the General Partner who is not an officer or employee of the General Partner and meets the requirements for independence as defined by the General
Partner’s Articles of Incorporation. 
 Limited Partner means any Person named as a Limited Partner on Exhibit A attached
hereto, and any Person who becomes a Substitute Limited Partner or Additional Limited Partner, in such Person’s capacity as a Limited Partner in the Partnership. 
 Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such
Limited Partner 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 such Act. 
 Listing means the approval of the REIT Shares, issued by the General Partner pursuant to an effective registration statement, on a National
Securities Exchange or over-the-counter market. Upon Listing, the shares shall be deemed Listed. 
 Loss has the meaning provided in
Section 5.1(f) hereof. 
 National Securities Exchange means any securities exchange registered with the SEC pursuant to
Section 6 of the Securities Exchange Act of 1934, as amended. 
 Notice of Exchange means the Notice of Exercise of Exchange
Right substantially in the form attached as Exhibit B hereto. 
 Offer has the meaning set forth in Section 7.1(b)(ii)
hereof. 
 OP Unitholders means all holders of Partnership Interests. 
  

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 Original Limited Partner means the Limited Partner designated as “Original Limited
Partner” on Exhibit A hereto. 
 Partner means any General Partner or Limited Partner. 
 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 The
GC Net Lease REIT Operating Partnership, L.P., a Delaware limited partnership. 
 Partnership Interest means an ownership interest in
the Partnership held by either a Limited Partner or the General 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. 
 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 5.2 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.
The allocation of Partnership Units among the Partners shall be as set forth on Exhibit A, as such Exhibit may be amended from time to time. 
 Percentage Interest means the percentage ownership interest in the Partnership of each Partner, as determined by dividing the Partnership Units owned by a Partner by the total number of Partnership Units then outstanding. 

Person means any individual, partnership, limited liability company, corporation, joint venture, trust or other entity. 
 Profit has the meaning provided in Section 5.1(f) hereof. 
 Property means the Renfro Property and the CB&I Property and any future real estate property or other investment in which the Partnership holds an ownership interest. 
 Regulations means the Federal income tax regulations promulgated under the Code, as amended and as hereafter 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. 
 Regulatory Allocations has the meaning set forth in Section 5.1(i) hereof. 
  

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 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 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 offering and registration of securities by the General Partner and all statements, reports, fees and expenses incidental thereto, including, without
limitation, underwriting discounts and sales 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 SEC, (v) costs and expenses associated with compliance by the General Partner with laws, rules and regulations promulgated by any regulatory body, including the SEC
and any National Securities Exchange, (vi) costs and expenses associated with any 401(k) plan, incentive plan, bonus plan or other plan providing for compensation for the employees of the General Partner, (vii) costs and expenses incurred
by the General Partner relating to any issuance or redemption of Partnership Interests, and (viii) all other operating or administrative costs of the General Partner incurred in the ordinary course of its business on behalf of or in connection
with the Partnership. 
 REIT Share means a share of common stock, par value $0.001 per share, in the General Partner (or successor
entity, as the case may be). 
 REIT Shares Amount means a number of REIT Shares equal to the product of the number of Partnership
Units offered for exchange by an Exchanging Partner, multiplied by the Conversion Factor as adjusted to and including the Specified Exchange Date; provided that in the event the General Partner issues to all holders of REIT Shares rights, options,
warrants or convertible or exchangeable securities entitling the stockholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the “rights”), and the rights have not expired at the Specified
Exchange Date, then the REIT Shares Amount shall also include the rights issuable to a holder of the REIT Shares Amount of REIT Shares on the record date fixed for purposes of determining the holders of REIT Shares entitled to rights. 
 Renfro Property means that certain single-story warehouse/distribution property containing approximately 565,000 rentable square feet located in
Clinton, South Carolina and leased to Renfro Corporation. 
 SEC means the Securities and Exchange Commission. 
 Securities Act means the Securities Act of 1933, as amended. 
 Service means the Internal Revenue Service. 
 Specified Exchange Date means the first business
day of the month that is at least 60 business days after the receipt by the General Partner of the Notice of Exchange. 
 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.

  

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 Subsidiary Partnership means any partnership of which the partnership interests therein are owned
by the General Partner or a direct or indirect subsidiary of the General Partner. 
 Substitute Limited Partner means any Person
admitted to the Partnership as a Limited Partner pursuant to Section 9.3 hereof. 
 Successor Entity has the meaning provided in
the definition of “Conversion Factor” contained herein. 
 Surviving General Partner has the meaning set forth in
Section 7.1(c) hereof. 
 Transaction has the meaning set forth in Section 7.1(b) hereof. 
 Transfer has the meaning set forth in Section 9.2(a) hereof. 
 Value means, with respect to REIT Shares, the average of the daily market price of such REIT Share for the ten (10) consecutive trading days immediately preceding the date of such valuation. The market
price for each such trading day shall be: (i) if the REIT Shares are Listed, the 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 REIT Shares are not Listed, 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 REIT Shares are not Listed 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 (10) 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 (10) days prior to the date in question, the value of the REIT Shares 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 REIT Shares Amount includes rights that a holder of REIT Shares would be entitled
to receive, 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. 
 ARTICLE 2 
 PARTNERSHIP FORMATION AND
IDENTIFICATION 
 2.1 Formation. The Partnership was formed as a limited partnership pursuant to the Act for the purposes and upon
the terms and conditions set forth in this Agreement. 
 2.2 Name, Office and Registered Agent. The name of the Partnership is The GC
Net Lease REIT Operating Partnership, L.P. The specified office and place of business of the Partnership shall be 2121 Rosecrans Avenue, Suite 3321, El Segundo, CA 90245 (telephone number (310) 606-5900; facsimile number (310) 606-5910).
The General Partner may at any time change the location of such office, provided the General Partner gives notice to the Partners of any such change. The name and address of the Partnership’s registered agent is The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The sole duty of the registered agent as such is to forward to the Partnership any notice that is served on him as registered agent. 
  

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 2.3 Partners. 
 (a) The General Partner of the Partnership is The GC Net Lease REIT, Inc., a Maryland corporation. Its principal place of business is the same as that of the Partnership. 
 (b) The Limited Partners are those Persons identified as Limited Partners on Exhibit A hereto, as amended from time to time. 
 2.4 Term and Dissolution. 
 (a) The
Partnership shall have perpetual duration, except that the Partnership shall be 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 7.3(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; 
 (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 note or notes are paid in full); 
 (iii) The exchange of all Limited Partnership Interests (other than any of such interests
held by the General Partner or Affiliates of the General Partner) for REIT Shares or the securities of any other entity; or 
 (iv) The
election by the General Partner that the Partnership should be dissolved. 
 (b) Upon dissolution of the Partnership (unless the business of
the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel the Certificate and liquidate the Partnership’s assets and apply and
distribute the proceeds thereof in accordance with Section 5.6 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. 
 2.5 Filing of Certificate and Perfection of Limited Partnership. The General Partner shall execute, acknowledge, record and file at the expense of the Partnership, the Certificate 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. 
 2.6 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 

  

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interest in the Partnership, including the 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 approved 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 the provisions of the First Amended and Restated Limited Partnership Agreement of The GC Net Lease REIT Operating Partnership, L.P., as amended from time to time. 
 ARTICLE 3 
 BUSINESS OF THE PARTNERSHIP 
 The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited
partnership organized pursuant to the Act, provided, however, 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
qualify as a REIT, (ii) to enter into any partnership, joint venture 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. 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’s current status as a REIT 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 its status as a REIT under the Code at any time to the full extent permitted under the Articles of Incorporation. 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” for purposes of Section 7704 of the Code. 
 ARTICLE 4 
 CAPITAL CONTRIBUTIONS AND ACCOUNTS 
 4.1 Capital Contributions. The General Partner and the Limited Partners have made Capital Contributions to the Partnership in exchange for the
Partnership Interests set forth opposite their names on Exhibit A, as amended from time to time. 
 4.2 Additional Capital
Contributions and Issuances of Additional Partnership Interests. Except as provided in this Section 4.2 or in Section 4.3, 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 respect thereof, in the manner contemplated in this Section 4.2. 
 (a) Issuances of Additional Partnership Interests. 
 (i) General. The General Partner is hereby authorized to cause the Partnership to issue such 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 Partner.
Any additional Partnership Interests 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 Limited Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion and without 

  

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the approval of any Limited Partner, subject to Delaware law, including, without limitation: (i) the allocations of items of Partnership income, gain,
loss, deduction and credit to each such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; and (iii) the rights of each such class or series
of Partnership Interests upon dissolution and liquidation of the Partnership; provided, however, that no additional Partnership Interests shall be issued to the General Partner unless: 
 (1) (A) the additional Partnership Interests are issued in connection with an issuance of REIT Shares of or other interests in the General Partner,
which shares 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 Interests issued to the General
Partner by the Partnership in accordance with this Section 4.2 and (B) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to the proceeds raised in connection with the issuance of such shares of
stock of or other interests in the General Partner; 
 (2) the additional Partnership Interests are issued in exchange for property owned by
the General Partner with a fair market value, as determined by the General Partner, in good faith, equal to the value of the Partnership Interests; or 
 (3) additional Partnership Interests are issued to all Partners holding Partnership Units in proportion to their respective Percentage Interests. 
 In addition, the General Partner may acquire Partnership Interests from other Partners pursuant to this Agreement. In the event that the Partnership
issues Partnership Interests pursuant to this Section 4.2(a), the General Partner shall make such revisions to this Agreement (without any requirement of receiving approval of the Limited Partners) as it deems necessary to reflect the issuance
of such additional Partnership Interests and any special rights, powers, and duties associated therewith. 
 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 General
Partner and the Partnership. 
 (ii) Upon Issuance of Additional Securities. The General Partner shall not issue any additional REIT
Shares (other than REIT Shares issued in connection with an exchange pursuant to Section 8.5 hereof) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares
(collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests
or rights, options, warrants or convertible or exchangeable securities of the Partnership 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 contributes the net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership;
provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of a 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 and determined to be in the best interests of the General Partner and the Partnership by a majority of the Independent Directors (as defined in the General Partner’s Articles of Incorporation). Without limiting the
foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General
Partner concludes in good faith that such issuance is in 

  

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the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units
pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee 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 (y) the General Partner contributes all proceeds from such issuance to the Partnership. For example, in the event the General Partner issues REIT Shares for a cash purchase price and
contributes all of the proceeds of such issuance to the Partnership as required hereunder, 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. 
 (b) Certain Deemed Contributions of Proceeds of Issuance of REIT Shares. In connection with any and all issuances of REIT Shares, the General
Partner shall make Capital Contributions to the Partnership of the proceeds therefrom, provided that if the proceeds actually received and contributed by the General Partner are less than the gross proceeds of such issuance as a result of any
underwriter’s discount or other expenses paid or incurred in connection with such issuance, then the General Partner shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the gross proceeds of such
issuance and the Partnership shall be deemed simultaneously to have paid such offering expenses in accordance with Section 6.5 hereof and in connection with the required issuance of additional Partnership Units to the General Partner for such
Capital Contributions pursuant to Section 4.2(a) hereof. 
 4.3 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. 
 4.4 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) a Partnership Interest (other than a de minimis interest) is granted as consideration for the provisions
of services to or for the benefit of the Partnership by an existing Partner acting in a partner capacity, or by a new Partner acting in a partner capacity 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). 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 5.1 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. 
 4.5 Percentage Interests. If the number of outstanding Partnership 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 

  

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number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or
decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.5, 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
the Partnership’s property is revalued by the General Partner 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. 
 4.6 No Interest on Contributions. No Partner shall be entitled to interest on its Capital Contribution. 
 4.7 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. 
 4.8 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 shall be solely for the benefit of, and may be enforced solely by, the parties hereto and their respective 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 and upon a liquidation within the meaning of Treas. Reg. Section 1.704-1(b)(2)(ii)(g), if any Partner has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account
adjustments for all taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any Capital Contribution to reduce or eliminate the negative balance of such Partner’s Capital Account.

 ARTICLE 5 
 PROFITS
AND LOSSES; DISTRIBUTIONS 
 5.1 Allocation of Profit and Loss. 
 (a) General. Profit and Loss of the Partnership for each fiscal year or other applicable period of the Partnership shall be allocated among the
Partners in accordance with their respective Percentage Interests. 
  

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 (b) 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” with respect to the “partner
nonrecourse debt” within the meaning of Regulations Section 1.704-2(b)(4) to which such partner nonrecourse deduction is attributable 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). A Partner’s “interest in partnership profits” for purposes of determining its share of the nonrecourse
liabilities of the Partnership within the meaning of Regulations Section 1.752-3(a)(3) shall be such Partner’s Percentage Interest. 
 (c) Qualified Income Offset. If a Partner unexpectedly 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); provided, that an allocation pursuant to this Section 5.1(c) shall be made only if and to the extent that such Partner would have a deficit Capital
Account balance after all other allocations provided for in Article 5 have been tentatively made as if this Section 5.1(c) were not in this Agreement. This Section 5.1(c) is intended to constitute a “qualified income offset”
under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith. 
 (d) Capital Account
Deficits. Loss shall not be allocated to a Limited Partner to the extent that such allocation would cause or increase a deficit in such Partner’s Capital Account at the end of any fiscal year (after reduction to reflect the items described
in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) in excess of 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). 
 (e) 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. 
  

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 (f) 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 5.1(b), 5.1(c) or 5.1(d). 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 5.1, except as otherwise required by Section 704(c) of the Code and Regulations Section 1.704-1(b)(4). 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 including a method that may result in a Partner receiving a disproportionately larger share of the Partnership tax
depreciation deductions, and such election shall be binding on all Partners. 
 (g) Curative Allocations. The allocations set forth in
Section 5.1(c), (d) and (e) of this Agreement (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. The General Partner is authorized to offset all Regulatory Allocations either
with other Regulatory Allocations or with special allocations of other items of Partnership income, gain, loss or deduction pursuant to this Section 5.1(g). Therefore, notwithstanding any other provision of this Section 5.1 (other than the
Regulatory Allocations), the General Partner shall make such offsetting special allocations of Partnership income, gain, loss or deduction in whatever manner it deems appropriate so that, after such offsetting allocations are made, each
Partner’s Capital Account is, to the extent possible, equal to the Capital Account balance such Partner would have had if the Regulatory Allocations were not part of this Agreement and all Partnership items were allocated pursuant to
Section 5.1(a) and (e). 
 5.2 Distribution of Cash. 
 (a) The Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount 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 accordance with their respective Percentage Interests on the
Partnership Record Date; provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than the next day after a Partnership Record Date, the cash
distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following the issuance of such additional Partnership Interest (or relating to the Partnership Record Date if such Partnership Interest
was acquired on a Partnership Record Date) shall be reduced in the proportion to (i) the number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record Date
(including such Partnership Record Date) and the immediately preceding Partnership Record Date. 
 (b) 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 any Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner equals or exceeds the amount required to be withheld by the Partnership,
the amount withheld shall be treated as a distribution of cash in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount required to be withheld by the Partnership,
the excess of the amount required to be withheld over the actual amount to be distributed shall be treated as a loan (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 through withholding by the Partnership with 

  

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respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited Partner (a “Defaulting 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 loan (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 5.2(b) shall bear interest at the lesser of (i) 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 (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. 
 (c) 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 distribution as the holder of record of a REIT Share for which all or part of such Partnership Unit has been or will be exchanged. 
 5.3 REIT Distribution Requirements. The General Partner shall use its commercially reasonable efforts to cause the Partnership to distribute amounts sufficient to enable the General Partner to pay stockholder
dividends 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.

 5.4 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. 
 5.5 Limitations of Return of Capital Contributions. Notwithstanding any of the provisions of this
Article 5, 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. 
 5.6 Distributions Upon Liquidation. 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. For purposes of the
preceding sentence, the Capital Account of each Partner shall be determined after all adjustments have been made in accordance with Sections 4.4, 5.1 and 5.2 resulting from Partnership operations and from all sales and dispositions of all or any
part of the Partnership’s assets. 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. 
  

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 5.7 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 5 and other relevant provisions of this Agreement shall be interpreted in a manner consistent with such intent. 
 ARTICLE 6 
 RIGHTS, OBLIGATIONS AND

 POWERS OF THE GENERAL PARTNER 
 6.1 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) to 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 or in the best interests of the business of the Partnership; 
 (ii) to construct buildings and make other improvements on the Properties owned or leased by the Partnership; 
 (iii) to
authorize, issue, sell, redeem or otherwise purchase any Partnership Interests or any securities (including secured and unsecured debt obligations of the Partnership, debt obligations of the Partnership convertible into any class or series of
Partnership Interests, or options, rights, warrants or appreciation rights relating to any Partnership Interests) of the Partnership; 
 (iv) to 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 such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets; 
 (v) to pay,
either directly or by reimbursement, for all Administrative Expenses to third parties or to the General Partner or its Affiliates as set forth in this Agreement; 
 (vi) to guarantee or become a co-maker of indebtedness of the General Partner or any Subsidiary thereof, 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) to 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
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; 
 (viii) to 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; 
  

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 (ix) to 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 reasonably determine, and similarly to prosecute, settle or defend litigation with respect to the Partners, the Partnership, or the Partnership’s assets;

 (x) to 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 business; 
 (xi) to make or revoke any election permitted
or required of the Partnership by any taxing authority; 
 (xii) to 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) to determine whether or not to apply any insurance proceeds for any Property to the restoration of such
Property or to distribute the same; 
 (xiv) to establish one or more divisions of the Partnership, to hire and dismiss employees of the
Partnership or any division of the Partnership, and to 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 to pay therefor such reasonable remuneration as the General Partner may deem reasonable and proper; 
 (xv) to retain other services of
any kind or nature in connection with the Partnership business, and to pay therefor such remuneration as the General Partner may deem reasonable and proper; 
 (xvi) to 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) to maintain accurate accounting records and to file promptly all federal, state and local income tax returns on behalf of the Partnership;

 (xviii) to distribute Partnership cash or other Partnership assets in accordance with this Agreement; 
 (xix) to form or acquire an interest in, and contribute property to, any further limited or general partnerships, limited liability companies, 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); 
 (xx) to establish Partnership reserves for working capital, capital expenditures, contingent liabilities, or any other valid
Partnership purpose; 
  

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 (xxi) to merge, consolidate or combine the Partnership with or into another Person; 
 (xxii) 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” for purposes of Section 7704 of the Code; and 
 (xxiii) to 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 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. 
 6.2 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.

 6.3 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. 
 Notwithstanding the foregoing, the Partnership shall
not provide for indemnification for an Indemnitee for any liability or loss suffered by any of them in contravention of Delaware law and unless all of the following conditions are met: 
 (i) The Indemnitee determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Partnership.

 (ii) The Indemnitee was acting on behalf of or performing services for the Partnership. 
 (iii) Such liability or loss was not the result of: 
 (A) negligence or misconduct by the Indemnitee (excluding the Independent Directors); or 
  

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 (B) gross negligence or willful misconduct by the Independent Directors. 
 Any indemnification pursuant to this Section 6.3 shall be made only out of the assets of the Partnership. 
 (b) Notwithstanding the foregoing, the Partnership shall not indemnify an Indemnitee or any Person acting as a broker-dealer for any loss, liability or
expense arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving
alleged material securities law violations as to the particular Indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular Indemnitee; or (iii) a court of
competent jurisdiction approves a settlement of the claims against a particular Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been
advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which securities were offered or sold as to indemnification for violations of securities laws.

 (c) The Partnership shall pay or reimburse reasonable legal expenses and other costs incurred by the Indemnitee in advance of the final
disposition of a proceeding only if (in addition to the procedures required by the Act) all of the following are satisfied: (a) the proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the
Partnership, (b) the legal proceeding was initiated by a third party who is not a Limited Partner or, if by a Limited Partner acting in his or her capacity as such, a court of competent jurisdiction approves such advancement, and (c) the
Indemnitee undertakes to repay the amount paid or reimbursed by the Partnership, together with the applicable legal rate of interest thereon, if it is ultimately determined that the Indemnitee is not entitled to indemnification. 
 (d) The indemnification provided by this Section 6.3 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. 
 (e) The Partnership may purchase and maintain insurance, 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. 
 (f) For purposes of this Section 6.3, the Partnership shall be deemed to have
requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it 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 6.3; 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 it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests
of the Partnership. 
 (g) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification
provisions set forth in this Agreement. 
  

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 (h) An Indemnitee shall not be denied indemnification in whole or in part under this Section 6.3
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. 
 (i) The provisions of this Section 6.3 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. 
 (j) Neither the amendment nor repeal of this Section 6.3, nor the
adoption or amendment of any other provision of the Agreement inconsistent with Section 6.3, shall apply to or affect in any respect the applicability with respect to any act or failure to act which occurred prior to such amendment, repeal or
adoption. 
 6.4 Liability of the General Partner. 
 (a) Notwithstanding anything to the contrary set forth in this Agreement, the General Partner shall not 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 of any act or omission if the General Partner 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, itself and its 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 its stockholders on 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 its stockholders or the Limited Partners; provided, however, that for so long as the General Partner directly 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 its stockholders or the Limited Partner shall be resolved in favor of the stockholders. The General Partner shall not be liable for monetary damages for losses sustained, liabilities
incurred, or benefits not derived by Limited Partners in connection with such decisions, provided that the General Partner has acted in good faith. 
 (c) Subject to its obligations and duties as General Partner set forth in Section 6.1 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. 
 (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. 
  

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 (e) Any amendment, modification or repeal of this Section 6.4 or any provision hereof shall be
prospective only and shall not in any way affect the limitations on the General Partner’s liability to the Partnership and the Limited Partners under this Section 6.4 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. 
 6.5 Reimbursement of General Partner. 
 (a) Except as provided in this Section 6.5 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 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) The General Partner shall be reimbursed on a monthly basis, or
such other basis as the General Partner may determine in its sole and absolute discretion, for all Administrative Expenses. 
 6.6 Outside
Activities. Subject to the Articles of Incorporation 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 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 which, if presented to the Partnership or any Limited Partner, could be taken by such Person. 
 6.7 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 which the General Partner determines to be fair and reasonable. 
 (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. 
 (d) Except as expressly permitted by this Agreement,
neither the General Partner nor any of its Affiliates shall sell, transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are on terms that are fair and
reasonable to the Partnership. 
  

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 6.8 General Partner Participation. The General Partner agrees that all business activities of the
General Partner, including activities pertaining to the acquisition, development or ownership of Properties, shall be conducted through the Partnership or one or more Subsidiary Partnerships; provided, however, that the General Partner is allowed to
make a direct acquisition, but if and only if, such acquisition is made in connection with the issuance of Additional Securities, which direct acquisition and issuance have been approved and determined to be in the best interests of the General
Partner and the Partnership by a majority of the Independent Directors. 
 6.9 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, however, that the General Partner shall use its best 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. 
 6.10 Miscellaneous. In the event the General Partner redeems any REIT Shares (other than REIT Shares redeemed in accordance with the share
redemption program of the General Partner through proceeds received from the General Partner’s distribution reinvestment plan), then the General Partner shall cause the Partnership to purchase from the General Partner a number of Partnership
Units as determined based on the application of the Conversion Factor on the same terms that the General Partner exchanged such REIT Shares. Moreover, if the General Partner makes a cash tender offer or other offer to acquire REIT Shares, then the
General Partner shall cause the Partnership to make a corresponding offer to the General Partner to acquire a equal number of Partnership Units held by the General Partner. In the event any REIT Shares are exchanged by the General Partner pursuant
to such offer, the Partnership shall redeem an equivalent number of the General Partner’s Partnership Units for an equivalent purchase price based on the application of the Conversion Factor. 
 ARTICLE 7 
 CHANGES IN GENERAL
PARTNER 
 7.1 Transfer of the General Partner’s Partnership Interest. 
 (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in or
in connection with a transaction contemplated by Section 7.1(b), (c) or (d). 
 (b) Except as otherwise provided in
Section 7.1(c) or (d) 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: 
 (i) the approval of the holders of a majority of the Partnership Units (including the Partnership Units held by the General Partner or an Affiliate
thereof) is obtained; 
  

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 (ii) as a result of such Transaction all Limited Partners will receive for each Partnership Unit an
amount of cash, securities, or other property equal 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 the 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
shall be given the option to exchange its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received had it (A) exercised its Exchange Right and (B) sold, tendered or
exchanged pursuant to the Offer the REIT Shares received upon exercise of the Exchange 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) receive an amount of cash, securities, or other property (expressed as an amount per REIT Share) that is no less than 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. 
 (c) Notwithstanding
Section 7.1(b), 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 “Surviving
General Partner”), 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 with a fair market value equal to the value of
the assets so contributed as determined by the Surviving General Partner in good faith and (ii) the Surviving General Partner expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon such contribution
and assumption, the Surviving General Partner shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c). The Surviving General Partner 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 to which a holder of
Partnership Units could have acquired had such Partnership Units been exchanged 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 Surviving General Partner also shall in good faith modify the definition of REIT Shares and make such amendments to Sections 8.5 and 8.7
hereof so as to approximate the existing rights and obligations set forth in Sections 8.5 and 8.7 as closely as reasonably possible. The above provisions of this Section 7.1(c) shall similarly apply to successive mergers or consolidations
permitted hereunder. 
 In respect of any transaction described in the preceding paragraph, the General Partner is required to use its
commercially reasonable efforts to structure such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence of or their participation in such transaction, provided such efforts
are consistent with the exercise of the Board of Directors’ fiduciary duties to the stockholders of the General Partner under applicable law. 
  

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 (d) Notwithstanding Section 7.1(b), 
 (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned Subsidiary of such General Partner
or (B) the owner of all of the ownership interests of such 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 Transactions not required by law or by the rules of any National Securities Exchange on which the REIT Shares are
listed to be submitted to the vote of the holders of the REIT Shares. 
 7.2 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 2.5 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 
 (c) counsel for the Partnership shall have rendered an
opinion (relying on such opinions from other counsel and the state or any other jurisdiction 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. 
 7.3 Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General
Partner. 
 (a) Upon the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a)
hereof) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a 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 such General Partner if the business of such 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 7.3(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 7.2 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 a General Partner
(and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a 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 such General Partner if the business of such General Partner is 

  

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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 2.4 hereof by selecting, subject to Section 7.2 hereof and any other provisions of this Agreement, a substitute General Partner by consent of a majority in interest of the
Limited Partners. 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. 
 7.4 Removal of a General Partner. 
 (a) Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner shall be deemed to be removed
automatically; provided, however, that if a 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 may not remove the General Partner, with or without cause. 
 (b) If a General Partner has been removed pursuant to this Section 7.4 and the Partnership is continued pursuant to Section 7.3 hereof, such
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 of the Limited Partners in accordance with Section 7.3(b) hereof and
otherwise admitted to the Partnership in accordance with Section 7.2 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 as reduced by any damages caused to the Partnership by such General Partner. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and a majority
in interest of the Limited Partners within 10 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 of the Limited Partners 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, however, 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 value. 
 (c) The General Partnership Interest of a removed General Partner, during the time after default until transfer under Section 7.4(b), shall be
converted to that of a special Limited Partner; provided, however, 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 7.4(b). 
 (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. 
  

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 ARTICLE 8 
 RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS 
 8.1 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. 
 8.2 Power of Attorney. Each Limited Partner hereby 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 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. 
 8.3 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. 
 8.4
Exchange Right. 
 (a) Subject to Sections 8.4(b), 8.4(c), 8.4(d), 8.4(e) and 8.4(f) and the provisions of any agreements between the
Partnership and one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner shall have the right (the “Exchange Right”) to require the Partnership to redeem on a Specified Exchange Date all or a
portion of the Partnership Units held by such Limited Partner at an exchange price equal to and in the form of the Cash Amount to be paid by the Partnership, provided that such Partnership Units shall have been outstanding for at least one year. The
Exchange Right shall be exercised pursuant to a Notice of Exchange delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”); provided, however,
that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Exchange pursuant to Section 8.4(b); and provided, further, that no Limited
Partner may deliver more than two Notices of Exchange during each calendar year. A Limited Partner may not exercise the Exchange Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of
the Partnership Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to receive any distribution paid with respect to Partnership Units if the record date for such distribution
is on or after the Specified Exchange Date. 
 (b) Notwithstanding the provisions of Section 8.4(a), a Limited Partner that exercises
the Exchange Right shall be deemed to have offered to sell the Partnership Units described in the Notice of Exchange to the General Partner, and the General Partner may, in its sole and absolute discretion, elect to purchase directly and acquire
such Partnership Units by paying to the Exchanging 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 Exchange Date, whereupon the General Partner shall
acquire the Partnership Units offered for exchange by the Exchanging Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. If the General Partner shall elect to exercise its right 

  

 26 









 
to purchase Partnership Units under this Section 8.4(b) with respect to a Notice of Exchange, it shall so notify the Exchanging Partner within five
Business Days after the receipt by the General Partner of such Notice of Exchange. Unless the General Partner (in its sole and absolute discretion) shall exercise its right to purchase Partnership Units from the Exchanging Partner pursuant to this
Section 8.4(b), the General Partner shall have no obligation to the Exchanging Partner or the Partnership with respect to the Exchanging Partner’s exercise of the Exchange Right. In the event the General Partner shall exercise its right to
purchase Partnership Units with respect to the exercise of a Exchange Right in the manner described in the first sentence of this Section 8.4(b), the Partnership shall have no obligation to pay any amount to the Exchanging Partner with respect
to such Exchanging Partner’s exercise of such Exchange Right, and each of the Exchanging Partner, the Partnership, and the General Partner, as the case may be, shall treat the transaction between the General Partner, as the case may be, and the
Exchanging Partner for federal income tax purposes as a sale of the Exchanging Partner’s Partnership Units to the General Partner, as the case may be. Each Exchanging 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 Exchange Right. 
 (c) Notwithstanding the provisions
of Section 8.4(a) and 8.4(b), a Limited Partner shall not be entitled to exercise the Exchange Right if the delivery of REIT Shares to such Partner on the Specified Exchange Date by the General Partner pursuant to Section 8.4(b)
(regardless of whether or not the General Partner would in fact exercise its rights under Section 8.4(b)) would (i) result in such Partner or any other person owning, directly or indirectly, REIT Shares in excess of the Ownership Limit (as
defined in the Articles of Incorporation and calculated in accordance therewith), except as provided in the Articles of Incorporation, (ii) result in REIT Shares being owned by fewer than 100 persons (determined without reference to any rules
of attribution), except as provided in the Articles of Incorporation, (iii) result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code, or (iv) cause the General Partner to own,
directly or constructively, 9.9% or more of the ownership interests in a tenant within the meaning of Section 856(d)(2)(B) of the Code. The General Partner, in its sole and absolute discretion, may waive the restriction on exchange set forth in
this Section 8.4(c). 
 (d) Any Cash Amount to be paid to an Exchanging Partner pursuant to this Section 8.4 shall be paid on the
Specified Exchange Date; provided, however, that the General Partner may elect to cause the Specified Exchange Date to be delayed for up to an additional 180 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. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of exchanged Partnership Units hereunder to
occur as quickly as reasonably possible. 
 (e) Notwithstanding any other provision of this Agreement, the General Partner shall place
appropriate restrictions on the ability of the Limited Partners to exercise their Exchange Rights as and if deemed necessary 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 which states that, in the opinion of such counsel, restrictions are necessary in order to avoid the Partnership being treated as a “publicly traded partnership” under
section 7704 of the Code. 
 (f) Notwithstanding anything else in this Agreement to the contrary, The GC Net Lease REIT Advisor, LLC is
prohibited from exchanging or otherwise transferring the Partnership Units purchased by it on December 26, 2008 for $200,000 cash, so long as it acting as the Advisor pursuant to the Advisory Agreement. 
  

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 (g) Each Limited Partner covenants and agrees with the General Partner that all Partnership Units
delivered for exchange shall be delivered to the Partnership or the General Partner, as the case may be, free and clear of all liens; and, notwithstanding anything contained herein to the contrary, neither the General Partner nor the Partnership
shall be under any obligation to acquire Partnership Units which are or may be subject to any liens. Each Limited Partner further agrees that, if any state or local property transfer tax is payable as a result of the transfer of its Partnership
Units to the Partnership or the General Partner, such Limited Partner shall assume and pay such transfer tax. 
 ARTICLE 9 

TRANSFERS OF LIMITED PARTNERSHIP INTERESTS 
 9.1 Purchase for Investment. 
 (a) Each Limited Partner hereby represents and warrants to the General Partner and to the
Partnership that the acquisition of its Partnership Interests is made as a principal for its account for investment purposes only and not with a view to the resale or distribution of such Partnership Interest. 
 (b) Each Limited Partner agrees that it will not sell, assign or otherwise transfer its Partnership Interest 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 9.1(a) above and similarly agree not to sell, assign or transfer such
Partnership Interest or fraction thereof to any Person who does not similarly represent, warrant and agree. 
 9.2 Restrictions on
Transfer of Limited Partnership Interests. 
 (a) Subject to the provisions of 9.2(b), (c) and (d), no Limited Partner may offer,
sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, 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. Any such purported transfer undertaken without such consent shall be
considered to be null and void ab initio and shall not be given effect. 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.

 (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 clause (c) below or a Transfer pursuant to Section 9.5 below) of all of its Partnership Units pursuant to this Article 9 or pursuant to an exchange of all of its Partnership Units pursuant to
Section 8.4. Upon the permitted Transfer or redemption of all of a Limited Partner’s Partnership Interest, such Limited Partner shall cease to be a Limited Partner. 
 (c) Subject to 9.2(d), (e) and (f) below, a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of its
Partnership Units to (i) a parent or parent’s spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or
any such Person(s), of which trust such Limited Partner or any such Person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.

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

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 (e) No Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any
Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership’s 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, or (iii) such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of
Section 7704 of the Code. 
 (f) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is
related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General
Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash
Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of
the Code. 
 (g) Any Transfer in contravention of any of the provisions of this Article 9 shall be void and ineffectual and shall not be
binding upon, or recognized by, the Partnership. 
 (h) Prior to the consummation of any Transfer under this Article 9, 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. 
 9.3 Admission of Substitute Limited Partner. 
 (a) Subject to the other provisions of this Article 9,
an assignee of the Limited Partnership Interest of a Limited Partner (which shall be understood to include any purchaser, transferee, donee, or other recipient of any disposition of such Limited Partnership Interest) shall be deemed admitted as a
Limited Partner of the Partnership only with the consent of the General Partner and upon the satisfactory completion of the following: 
 (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 for record in accordance with the Act. 
 (iii) The assignee shall have delivered a letter containing the representation set forth in Section 9.1(a) hereof and the agreement set forth in Section 9.1(b) hereof. 
  

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 (iv) If the assignee is a corporation, partnership 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 8.2 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 has 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. 
 (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 9.3(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 shall cooperate with the Person seeking to become a Substitute
Limited Partner by preparing the documentation required by this Section and making all official filings and publications. The Partnership shall take all such action as promptly as practicable after the satisfaction of the conditions in this Article
9 to the admission of such Person as a Limited Partner of the Partnership. 
 9.4 Rights of Assignees of Partnership Interests.

 (a) Subject to the provisions of Sections 9.1 and 9.2 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 Interest until the Partnership has received notice thereof. 
 (b) Any Person who is the assignee of all or any portion of a Limited Partner’s Limited Partnership Interest, but does not become a Substitute Limited Partner and desires to make a further assignment of such
Limited Partnership Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of its Limited Partnership Interest. 
 9.5 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 he dies, his executor, administrator or trustee, or, if he is finally adjudicated
incompetent, his committee, guardian or conservator, shall have the rights of such Limited Partner for the purpose of settling or managing his estate property and such power as the bankrupt, deceased or incompetent Limited Partner possessed to
assign all or any part of his Partnership Interest and to join with the assignee in satisfying conditions precedent to the admission of the assignee as a Substitute Limited Partner. 
  

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 9.6 Joint Ownership of Interests. A Partnership Interest 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 Interest shall
be required to constitute the action of the owners of such Partnership Interest; provided, however, 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 Interest held in a joint tenancy with a right of
survivorship, the Partnership Interest 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 Interest until it shall
have received notice of such death. Upon notice to the General Partner from either owner, the General Partner shall cause the Partnership Interest to be divided into two equal Partnership Interests, which shall thereafter be owned separately by each
of the former owners. 
 9.7 Redemption of Partnership Units. The General Partner will cause the Partnership to redeem Partnership
Units, to the extent it shall have legally available funds therefor, at any time the General Partner redeems shares of beneficial interest in itself. The number and class or series of Partnership Units redeemed and the redemption price shall equal
the number (multiplied by the Conversion Factor) of shares of beneficial interest the General Partner redeems and the redemption price at which the General Partner redeems such shares, respectively. 
 ARTICLE 10 
 ADMISSION OF ADDITIONAL
LIMITED PARTNERS 
 10.1 Admission of Additional Limited Partners. No Person shall be admitted as an Additional Limited Partner
without the consent of the General Partner, which consent shall be given or withheld in the General Partner’s sole and absolute discretion. A Person who makes a Capital Contribution to the Partnership in accordance with this Agreement or who
exercises an option to receive Partnership Units shall be admitted to the Partnership as an Additional Limited Partner only with the consent of the General Partner and only upon furnishing to the General Partner (i) evidence of acceptance in
form satisfactory to the General Partner of all of the terms and conditions of this Agreement, including, without limitation, the power of attorney granted in Section 8.2 and (ii) such other documents or instruments as may be required in
the discretion of the General Partner to effect such Person’s admission as an Additional Limited Partner. The admission of any Person as an Additional Limited Partner shall become effective on the date upon which the name of such Person is
recorded on the books and records of the Partnership, following the consent of the General Partner to such admission. 
 10.2 Allocations
to Additional Limited Partners. If any Additional Limited Partner is admitted to the Partnership on any day other than the first day of a Fiscal Year, then Net Income, Net Losses, each item thereof and all other items allocable among
Partners and assignees for such Fiscal Year shall be allocated among such Additional Limited Partner and all other Partners and assignees by taking into account their varying interests during the Fiscal Year in accordance with Section 706(d) of
the Code, using the interim closing of the books method (unless the General Partner, in its sole and absolute discretion, elects to adopt a daily, weekly or monthly proration method, in which event Net Income, Net Losses, and each item thereof would
be prorated based upon the applicable period selected by the General Partner). Solely for purposes of making such allocations, each of such items for the calendar month in which an admission of any Additional Limited Partner occurs shall be
allocated among all the Partners and assignees including such Additional Limited Partner. All distributions of Available Cash with respect to which the Partnership Record Date is before the date of such admission shall be made solely to Partners


  

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and assignees other than the Additional Limited Partner, and all Distributions of Cash thereafter shall be made to all the Partners and assignees including
such Additional Limited Partner. 
 10.3 Amendment of Agreement and Certificate of Limited Partnership. For the admission to the
Partnership of any Partner, the General Partner shall take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary, to prepare as soon as practical an amendment of this Agreement (including an
amendment to the Partner Registry) and, if required by law, shall prepare and file an amendment to the Certificate of Limited Partnership and may for this purpose exercise the power of attorney granted pursuant to Section 8.2 hereof.

 ARTICLE 11 
 BOOKS AND
RECORDS; ACCOUNTING; TAX MATTERS 
 11.1 Books and Records. At all times during the continuance of the Partnership, the Partners
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 amendments thereto 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 inspect or copy such records during ordinary business hours. 
 11.2
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 in investment
grade instruments (or investment companies whose portfolio consists primarily thereof), government obligations, certificates of deposit, bankers’ acceptances and municipal notes and bonds. The funds of the Partnership shall not be commingled
with the funds of any other Person except for such commingling as may necessarily result from an investment in those investment companies permitted by this Section 11.2(b). 
 11.3 Fiscal and Taxable Year. The fiscal and taxable year of the Partnership shall be the calendar year. 
 11.4 Annual Tax Information and Report. Within 75 days after the end of each fiscal year of the Partnership, the General Partner shall furnish to
each person who was a Limited Partner at any time during such year the tax information necessary to file such Limited Partner’s individual tax returns as shall be reasonably required by law. 
 11.5 Tax Matters Partner; Tax Elections; Special Basis Adjustments. 
 (a) The General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. 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 

  

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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. 
 (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 Partnership’s assets. Notwithstanding anything contained in Article 5 of this Agreement, any adjustments made pursuant to Section 754 of the Code 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 Partnership shall elect to deduct expenses, if any,
incurred by it in organizing the Partnership ratably over a sixty (60) month period as provided in Section 709 of the Code. 
 11.6
Reports Made Available to Limited Partners. 
 (a) As soon as practicable after the close of each fiscal quarter (other than the last
quarter of the fiscal year), upon written request by a Limited Partner to the General Partner, the General Partner will make available, without cost, to each Limited Partner a quarterly report containing financial statements of the Partnership, or
of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal quarter, presented in accordance with generally accepted accounting principles. As soon as practicable after the close of
each fiscal year, upon written request by a Limited Partner to the General Partner, the General Partner will make available, without cost, to each Limited Partner an annual report containing financial statements of the Partnership, or of the General
Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal year, presented in accordance with generally accepted accounting principles. 
 (b) Any Partner shall further have the right to a private audit of the books and records of the Partnership at the expense of such Partner, provided such
audit is made for Partnership purposes and is made during normal business hours. 
 ARTICLE 12 
 AMENDMENT OF AGREEMENT; MERGER 
 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 or merge or consolidate the Partnership with or into any
other partnership or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments and any other merger or consolidation
of the Partnership shall require the consent of the holders of a majority of the Partnership Units (excluding the Partnership Units held by the General Partner or an Affiliate thereof): 
 (a) any amendment affecting the operation of the Conversion Factor or the Exchange Right (except as provided in Section 8.4(d) or 7.1(c) hereof) in
a manner adverse to the Limited Partners; 
  

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 (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 4.2 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 4.2
hereof; or 
 (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the
Partnership. 
 ARTICLE 13 
 GENERAL PROVISIONS 
 13.1 Notices. All communications required or permitted under this Agreement shall be in writing
and shall be deemed to have been given when delivered personally or upon deposit in the United States mail, registered, postage prepaid return receipt requested, to the Partners at the addresses set forth in Exhibit A attached hereto;
provided, however, that any Partner may specify a different address by notifying the General Partner in writing of such different address. Notices to the Partnership shall be delivered at or mailed to its specified office. 
 13.2 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 respective legal representatives, successors, transferees and assigns. 
 13.3 Additional
Documents. Each Partner agrees to perform all further acts and execute, swear to, acknowledge and deliver all further documents which may be reasonable, necessary, appropriate or desirable to carry out the provisions of this Agreement or the
Act. 
 13.4 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. 
 13.5 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. 
 13.6
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. 
 13.7 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. 
 13.8 Counterparts. This Agreement may be executed 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. 
  

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 13.9 Governing Law. This Agreement shall be governed by and construed in accordance with the laws
of the State of Delaware; provided, however, that causes of action for violations of federal or state securities laws shall not be governed by this Section 13.9. 
  

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 IN WITNESS WHEREOF, the parties hereto have hereunder affixed their signatures to this First Amended and
Restated Limited Partnership Agreement, all as of the              day of May, 2009. 
  

			
	GENERAL PARTNER:
	
	THE GC NET LEASE REIT, INC.
		
	By:	 	 
		 	Kevin A. Shields, President
	
	LIMITED PARTNERS:
	
	THE GC NET LEASE REIT ADVISOR, LLC
		
	By:	 	 
		 	Kevin A. Shields, President
	
	PLAINFIELD ACQUISITIONS, LLC
		
	By:	 	 
		 	Kevin A. Shields, Managing Member
		
	 	 	 
	Kevin A. Shields
		
	 	 	 
	Don G. Pescara
		
	 	 	 
	David C. Rupert


  

 36 









 EXHIBIT A 
 GENERAL PARTNER AND ORIGINAL LIMITED PARTNER, CAPITAL CONTRIBUTIONS 
 AND PERCENTAGE INTERESTS AS OF
MAY __, 2009 
  

														
	 Name
	  	Cash/
Property Contribution	 	 	Agreed Value of
Capital Contribution	 	 	Partnership
Units	  	Percentage
Interest	 
	 GENERAL PARTNER:
 The GC Net Lease REIT,
Inc.
 2121 Rosecrans Avenue
 Suite 3321
 El Segundo, CA 90245
	  	$	[___+$1,000	]	 	$	[___+$1,000	]	 	______	  	__	%
	 ORIGINAL LIMITED PARTNER:
 The GC Net Lease REIT
Advisor, LLC
 2121 Rosecrans Avenue
 Suite 3321
 El Segundo, CA 90245
	  	$	200,000	 	 	$	200,000	 	 	20,000	  	__	%
	 ADDITIONAL LIMITED PARTNERS:
 Kevin A. Shields

 2121 Rosecrans Avenue
 Suite 3321
 El Segundo, CA 90245
	  	$	17,433,510	 	 	$	17,433,510	 	 	1,743,351	  	__	%
	 Plainfield Acquisitions, LLC
 2121 Rosecrans
Avenue
 Suite 3321
 El Segundo, CA 90245
	  	$	116,490	 	 	$	116,490	 	 	11,649	  	__	%
	 Don G. Pescara
 2121 Rosecrans Avenue
 Suite 3321
 El Segundo, CA 90245
	  	$	2,065,000	 	 	$	2,065,000	 	 	206,500	  	__	%
	 David C. Rupert
 173 Hamilton Avenue
 Greenwich, CT 06830
	  	$	885,000	 	 	$	885,000	 	 	88,500	  	__	%
		  	 	 	 	 	 	 	 	 	 	  		
	 Totals
	  	$	 	 	 	$	 	 	 		  	100	%

  

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 EXHIBIT B 
 NOTICE OF EXERCISE OF EXCHANGE RIGHT 
 In accordance with Section 8.4 of the First Amended and
Restated Limited Partnership Agreement (the “Agreement”) of The GC Net Lease REIT Operating Partnership, L.P., the undersigned hereby irrevocably (i) presents for exchange
             Partnership Units in The GC Net Lease REIT Operating Partnership,\, L.P. in accordance with the terms of the Agreement and the Exchange Right referred to in
Section 8.4 thereof, (ii) surrenders such Partnership 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 Exchange 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. 
  

					
		 		 	Dated:                          ,
            
			
	 	 		 	  
		 		 	(Name of Limited Partner)
			
	 	 		 	  
		 		 	(Signature of Limited Partner)
			
	 	 		 	  
		 		 	(Mailing Address)
			
	 	 		 	  
		 		 	(City) (State) (Zip Code)
			
		 		 	Signature Guaranteed by:
			
	 	 		 	  
			
		 		 	If REIT Shares are to be issued, issue to:
		 		 	
		 		 	Name:
			
	 	 		 	  
			
		 		 	Social Security or Tax I.D. Number:
			
	 	 		 	  

  

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