Exhibit
4.1


 


FIRST AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP


OF


INLAND RESIDENTIAL OPERATING PARTNERSHIP,
L.P.


 


Dated as of October 27, 2016


 




    	 



    	 



    

TABLE
OF CONTENTS


Page




	Article 1 DEFINED TERMS	1
	Article 2 ORGANIZATIONAL MATTERS	20
	2.1   Formation	20
	2.2   Name	20
	2.3   Registered Office and Agent; Principal Office	20
	2.4   Power of Attorney	20
	2.5   Term	22
	Article 3 PURPOSE	22
	3.1   Purpose and Business	22
	3.2   Powers	23
	Article 4 CAPITAL CONTRIBUTIONS	23
	4.1   Capital Contributions of the Partners	23
	4.2   Additional Funds; Restrictions on the General Partner	24
	4.3   Issuance of Additional Partnership Interests; Admission of Additional Limited Partners	26
	4.4   Contribution of Proceeds of Issuance of Common Stock	26
	4.5   Repurchase of Common Stock; Shares-In-Trust	27
	4.6   No Third-Party Beneficiary	27
	4.7   No Interest; No Return	28
	4.8   No Preemptive Rights.	28
	4.9   Special Fees.	28
	4.10   Conversion of Class T Units.	29
	Article 5 DISTRIBUTIONS	29
	5.1   Distributions	29
	5.2   Qualification as a REIT	34
	5.3   Withholding	35
	5.4   Additional Partnership Interests	35
	




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	Article 6 ALLOCATIONS	35
	6.1   Allocations	35
	6.2   Revisions to Allocations to Reflect Issuance of Partnership Interests	35
	Article 7 MANAGEMENT AND OPERATIONS OF BUSINESS	36
	7.1   Management	36
	7.2   Certificate of Limited Partnership	40
	7.3   Reimbursement of the General Partner	41
	7.4   Outside Activities of the General Partner	42
	7.5   Contracts with Affiliates	42
	7.6   Indemnification	43
	7.7   Liability of the General Partner	45
	7.8   Other Matters Concerning the General Partner	46
	7.9   Title to Partnership Assets	47
	7.10   Reliance by Third Parties	47
	7.11   Loans By Third Parties	48
	Article 8 RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS	48
	8.1   Limitation of Liability	48
	8.2   Management of Business	48
	8.3   Outside Activities of Limited Partners	48
	8.4   Return of Capital	49
	8.5   Rights of Limited Partners Relating to the Partnership	49
	8.6   Exchange of Class A Units	50
	8.7   Conversion and Exchange of the Special Limited Partner Interest.	52
	Article 9 BOOKS, RECORDS, ACCOUNTING AND REPORTS	53
	9.1   Records and Accounting	53
	9.2   Fiscal Year	53
	9.3   Reports	53
	Article 10 TAX MATTERS	54
	10.1   Preparation of Tax Returns	54
	10.2   Tax Elections	54
	10.3   Tax Matters Partner	55
	10.4   Organizational Expenses	57
	10.5   Withholding	57
	Article 11 TRANSFERS AND WITHDRAWALS	58
	11.1   Transfer	58
	11.2   Transfer of the General Partner’s General Partner Interest	59
	11.3   Limited Partners’ Rights to Transfer	60
	11.4   Substituted Limited Partners	62
	11.5   Assignees	63
	11.6   General Provisions	63
	Article 12 ADMISSION OF PARTNERS	65
	12.1   Admission of Successor General Partner	65
	12.2   Admission of Additional Limited Partners	66
	12.3   Amendment of Agreement and Certificate of Limited Partnership	67
	




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	Article 13 DISSOLUTION, LIQUIDATION AND TERMINATION	67
	13.1   Dissolution	67
	13.2   Winding Up	68
	13.3   No Obligation to Contribute Deficit	70
	13.4   Rights of Limited Partners	70
	13.5   Notice of Dissolution	70
	13.6   Termination of Partnership and Cancellation of Certificate of Limited Partnership	70
	13.7   Reasonable Time for Winding-Up	70
	13.8   Waiver of Partition	71
	Article 14 AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS	71
	14.1   Amendments	71
	14.2   Meetings of the Partners	72
	Article 15 GENERAL PROVISIONS	73
	15.1   Addresses and Notice	73
	15.2   Titles and Captions	73
	15.3   Pronouns and Plurals	73
	15.4   Further Action	74
	15.5   Binding Effect	74
	15.6   Creditors	74
	15.7   Waiver	74
	15.8   Counterparts	74
	15.9   Applicable Law	74
	15.10   Invalidity of Provisions	74
	15.11   Entire Agreement	74
	15.12   Merger	75
	15.13   No Rights as Stockholders	75


 


EXHIBITS


Exhibit A–Partners’
Contributions and Partnership Interests

Exhibit B–Allocations

Exhibit C–Certificate of Limited Partnership


iii




    	 



    	 



    

FIRST AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP

OF

INLAND RESIDENTIAL OPERATING PARTNERSHIP, L.P.


THIS FIRST AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP (this “Agreement”) OF INLAND RESIDENTIAL OPERATING PARTNERSHIP, L.P. (the “Partnership”),
dated as of October 27, 2016, is entered into among INLAND RESIDENTIAL PROPERTIES TRUST, INC., a Maryland corporation, as general
partner (the “General Partner”), the Limited Partners listed on Exhibit A and any other limited partner
or general partner that is admitted from time to time to the Partnership and listed on Exhibit A attached hereto.


RECITALS


WHEREAS, Inland Residential Operating
Partnership, L.P. was formed on December 19, 2013, pursuant to the Revised Uniform Limited Partnership Act of the State of Delaware
and a certificate of limited partnership was filed with the Secretary of State of the State of Delaware (the “Certificate”).


WHEREAS, the parties entered into the
Agreement of Limited Partnership, dated as of February 17, 2015, as amended by the First Amendment to Agreement of Limited Partnership,
made as of August 8, 2016 (the “Original Agreement”).


WHEREAS, the General Partner desires
to amend and restate the Original Agreement in its entirety with this Agreement.


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


Article
1

DEFINED TERMS


The following definitions shall be for
all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.


“Act” means
the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, and any successor to such statute.


“Additional Limited Partner”
means a Person that has executed and delivered an additional limited partner signature page in the form attached hereto, has been
admitted to the Partnership as a Limited Partner pursuant to Section 4.3 hereof and that is shown as such on the books and records
of the Partnership.


“Adjusted Capital Account
Deficit” means with respect to any Partner, the negative balance, if any, in such Partner’s Capital Account
as of the end of any relevant fiscal year, determined after giving effect to the following adjustments:




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(a)            
credit to such Capital Account any portion of such negative balance which such Partner (i) is treated as obligated to restore
to the Partnership pursuant to the provisions of Section 1.704-1(b)(2)(ii)(c) of the Regulations, or (ii) is deemed to be obligated
to restore to the Partnership pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations;
and


(b)           
debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations.


“Affected Gain”
has the meaning set forth in subparagraph 4(b) of Exhibit B.


“Affiliate”
means,


(a)            
with respect to any individual Person, any member of the Immediate Family of such Person or a trust established for the
benefit of such member, or


(b)           
with respect to any Entity, any Person which, directly or indirectly through one or more intermediaries, controls, is controlled
by, or is under common control with, any such Entity. For purposes of this definition, “control”, when used with respect
to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


“Agreement”
means this First Amended and Restated Agreement of Limited Partnership, as originally executed and as amended, supplemented or
restated from time to time, as the context requires.


“Articles of Incorporation”
means the General Partner’s Articles of Incorporation, filed with the Maryland State Department of Assessments and Taxation,
or other organizational document governing the General Partner, as amended, supplemented or restated from time to time.


“Asset Sale”
means any transaction or series of transactions resulting in a liquidation or the sale of all or substantially all the investments
owned directly or indirectly by the General Partner and the distribution of the Net Sales Proceeds therefrom to the Partners whereby:
(a) the Partnership directly or indirectly sells, grants, transfers, conveys or relinquishes its direct or indirect ownership of
or interest in (i) any real estate asset, including through any event with respect to any real estate asset that gives rise to
a significant amount of insurance proceeds or condemnation awards, (ii) any joint venture in which the Partnership is a co-venturer,
member or partner, (iii) any real estate-related loan or portion thereof (including all payments thereunder or in satisfaction
thereof other than regularly scheduled interest payments), including through any event with respect to any real estate-related
loan or portion thereof that gives rise to a significant amount of insurance proceeds or similar awards, or (iv) any other investment
not previously described in this definition, or any portion thereof; or (b) any joint venture in which the Partnership is a co-venturer,
member or partner directly or indirectly sells, grants, transfers, conveys or relinquishes its direct or indirect ownership of
or interest in any investment described in this definition, or any portion thereof.




    2


     


    

“Assignee”
means a Person to whom one or more Partnership Units have been transferred in a manner permitted under this Agreement, but who
has not become a Substituted Limited Partner, and who has the rights set forth in Section 11.5.


“Available Cash”
means, with respect to the applicable period of measurement (i.e., any period (other than the first period in which this calculation
of Available Cash is being made) beginning on the first day of the fiscal year, quarter or other period commencing immediately
after the last day of the fiscal year, quarter or other applicable period for purposes of the prior calculation of Available Cash
for or with respect to which a distribution has been made, and ending on the last day of the fiscal year, quarter or other applicable
period immediately preceding the date of the calculation), the excess, if any, as of such date, of


(a)            
the gross cash receipts of the Partnership for such period from all sources whatsoever, including the following:


(i)             
all rents, revenues, income and proceeds derived by the Partnership from its operations, including distributions received
by the Partnership from any Entity in which the Partnership has an interest;


(ii)           
all proceeds and revenues received by the Partnership on account of any sales of any Partnership property or as a refinancing
of or payment of principal, interest, costs, fees, penalties or otherwise on account of any borrowings or loans made by the Partnership
or financings or refinancings of any property of the Partnership;


(iii)         
the amount of any insurance proceeds and condemnation awards received by the Partnership;


(iv)         
all capital contributions and loans received by the Partnership from its Partners;


(v)           
all cash amounts previously reserved by the Partnership, to the extent such amounts are no longer needed for the specific
purposes for which such amounts were reserved; and


(vi)         
the proceeds of liquidation of the Partnership’s property in accordance with this Agreement;


over


(b)           
the sum of the following:


(i)             
all operating costs and expenses paid, including taxes and other expenses of the properties directly and indirectly held
by the Partnership and capital expenditures made during such period (without deduction, however, for any capital expenditures,
charges for Depreciation or other expenses not paid in cash or expenditures from reserves described in clause (viii) below);




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(ii)           
all costs and expenses paid during such period in connection with the sale or other disposition, or financing or refinancing,
of the property directly or indirectly held by the Partnership or the recovery of insurance or condemnation proceeds;


(iii)         
all fees paid under this Agreement;


(iv)         
all debt service, including principal and interest, paid during such period on all indebtedness (including under any line
of credit) of the Partnership;


(v)           
all capital contributions, advances, reimbursements, loans or similar payments made to any Person in which the Partnership
has an interest;


(vi)         
all loans made by the Partnership in accordance with the terms of this Agreement;


(vii)       
all reimbursements paid to the General Partner or its Affiliates during such period; and


(viii)     
the amount of any new reserve or reserves or increase in reserves established during such period which the General Partner
determines is necessary or appropriate in its sole and absolute discretion.


Notwithstanding the foregoing, Available Cash shall not include
any cash received or reductions in reserves, or take into account any disbursements made or reserves established, after commencement
of the dissolution and liquidation of the Partnership.


“Business Combination”
has the meaning set forth in Section 7.1(a)(iii)(D).


“Business Day”
means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required
by law to close.


“Business Management Agreement”
means the Amended and Restated Business Management Agreement dated as of August 8, 2016, by and among the Partnership, the General
Partner and the Business Manager, as the same may be amended, supplemented or restated from time to time.


“Business Manager”
means Inland Residential Business Manager & Advisor, Inc., its successors and assignees.


“Capital Account”
means with respect to any Partner, the Capital Account maintained for such Partner in accordance with the following provisions:


(a)            
to each Partner’s Capital Account there shall be credited;


(i)             
such Partner’s Capital Contributions;




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(ii)           
such Partner’s distributive share of Net Income, Net Property Gain and any items in the nature of income or gain which
are specially allocated to such Partner pursuant to paragraphs 1 and 2 of Exhibit B; and


(iii)         
the amount of any Partnership liabilities assumed by such Partner or which are secured by any asset distributed to such
Partner;


(b)           
to each Partner’s Capital Account there shall be debited;


(i)             
the amount of cash and the Gross Asset Value of any property distributed to such Partner pursuant to any provision of this
Agreement;


(ii)           
such Partner’s distributive share of Net Losses, Net Property Loss and any items in the nature of expenses or losses
which are specially allocated to such Partner pursuant to paragraphs 1 and 2 of Exhibit B; and


(iii)         
the amount of any liabilities of such Partner assumed by the Partnership or which are secured by any asset contributed by
such Partner to the Partnership; and


(c)            
if all or a portion of a Partnership Interest is transferred in accordance with the terms of this Agreement, the transferee
shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Partnership Interest.


The foregoing provisions and the other provisions of this
Agreement relating to the maintenance of Capital Accounts are intended to comply with Sections 1.704-1(b) and 1.704-2 of the Regulations,
and shall be interpreted and applied in a manner consistent with such Regulations. If the General Partner shall reasonably determine
that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including debits or credits
relating to liabilities which are secured by contributed or distributed assets or which are assumed by the Partnership, the General
Partner or any Limited Partner) are computed in order to comply with such Regulations, the General Partner may make such modification;
provided, that, all allocations of Partnership income, gain, loss and deduction continue to have “substantial economic effect”
within the meaning of Section 704(b) of the Code and that no Limited Partner is materially adversely affected by any such modification.


“Capital Contribution”
means, with respect to any Partner, any cash, cash equivalents or the Gross Asset Value of property which such Partner contributes
or is deemed to contribute to the Partnership pursuant to Article 4 hereof.


“Capital Transaction”
means any sale, or other disposition (other than a deemed disposition pursuant to Section 708(b)(1)(B) of the Code and the Regulations
thereunder) of all or substantially all of the assets and properties of the Partnership or a related series of transactions that,
taken together, result in the sale or other disposition of all or substantially all of the assets and properties of the Partnership.




    5


     


    

“Cash Amount”
means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable
Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.


“Cash Available for Distribution”
means the Available Cash other than Net Sales Proceeds.


“Certificate”
has the meaning set forth in the Recitals.


“Claims” has
the meaning set forth in Section 7.6(a)(i).


“Class” means
a class of Common Stock or Partnership Units, as the context may require.


“Class A Common Stock”
means the Common Stock classified as “Class A” shares in the Articles of Incorporation.


“Class A Unit”
means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class A Unit as provided in this Agreement,
and the Class A Units corresponds with the Class A Common Stock.


“Class A Unit Redemption
Amount” means either the Cash Amount or the Common Stock Amount, as selected by the Partnership pursuant to Section
8.6(a) or the General Partner pursuant to Section 8.6(b) hereof.


“Class A Unit Redemption
Right” has the meaning provided in Section 8.6(a) hereof.


“Class T Common Stock”
means the Common Stock classified as “Class T” shares in the Articles of Incorporation.


“Class T Unit”
means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class T Unit as provided in this Agreement,
and the Class T Units correspond with the Class T Common Stock.


“Code” means
the Internal Revenue Code of 1986, as amended and in effect from time to time, as interpreted by the applicable regulations thereunder.
Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding
provision of future law.


“Commission”
means the Securities and Exchange Commission.


“Common Stock”
means the common stock of the General Partner, $.001 par value per share. Common Stock may be issued in one or more classes or
series in accordance with the terms of the Articles of Incorporation, including Class A Common Stock and Class T Common Stock.
If, at any time, there is more than one class or series of Common Stock, the term “Common Stock” shall, as the context
requires, be deemed to refer to the class or series of Common Stock that correspond to the class or series of Partnership Interests
for which the reference to Common Stock is made.




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“Common Stock Amount”
means that number of shares of a Class of Common Stock equal to the product of (a) the number of OP Units of the corresponding
Class offered for exchange by an exchanging Partner, multiplied by (b) the Exchange Factor as of the Valuation Date, provided,
however, that if the General Partner or the Partnership issues to all holders of such Class of Common Stock rights, options,
warrants or convertible, exercisable or exchangeable securities entitling the stockholders to subscribe for or purchase Common
Stock, or any other securities or property (collectively, the “rights”), then the Common Stock Amount shall also include
the rights that a holder of that number of shares of such Class of Common Stock would be entitled to receive.


“Consent” means
the consent or approval of a proposed action by a Partner given in accordance with Section 14.2 hereof.


“Consent of the Limited Partners”
means the Consent of Limited Partners (excluding for this purpose any Partnership Interests held by the General Partner, any other
Person of which the General Partner owns or controls more than fifty percent (50%) of the voting interests and any Person directly
or indirectly owning or controlling more than fifty percent (50%) of the outstanding voting interests of the General Partner) holding
Percentage Interests that are greater than fifty percent (50%) of the aggregate Percentage Interests of all Limited Partners who
are not excluded for the purposes hereof.


“Contributed Property”
means each property, partnership interest, contract right or other asset, in such form as may be permitted by the Act, contributed
or deemed contributed to the Partnership by any Partner, including any interest in any successor partnership occurring as a result
of a termination of the Partnership pursuant to Section 708 of Code.


“Debt” means,
as to any Person, as of any date of determination and without duplication, (a) all indebtedness of such Person for borrowed money
or for the deferred purchase price of property or services; (b) all amounts owed by such Person to banks or other Persons
in respect of reimbursement obligations under letters of credit, surety bonds and other similar instruments guaranteeing payment
or other performance of obligations by such Person; (c) all indebtedness for borrowed money or for the deferred purchase price
of property or services secured by any lien on any property owned by such Person, to the extent attributable to such Person’s
interest in such property, even though such Person has not assumed or become liable for the payment thereof; and (d) obligations
of such Person incurred in connection with entering into a lease which, in accordance with generally accepted accounting principles,
should be capitalized.


“Deferred Liquidity Promote”
has the meaning set forth in Section 5.1(d)(iii)(B).


“Deferred Listing Promote”
has the meaning set forth in Section 5.1(d)(iii)(A).


“Depreciation”
means, with respect to any asset of the Partnership for any fiscal year or other period, the depreciation, depletion, amortization
or other cost recovery deduction, as the case may be, allowed or allowable for federal income tax purposes in respect of such asset
for such fiscal year or other period; provided, however, that except as otherwise provided in Section 1.704-2 of
the Regulations, if there is a difference between the Gross Asset Value (including the Gross Asset Value, as increased pursuant
to paragraph (d) of the definition of Gross Asset Value)




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and the adjusted tax basis of such asset
at the beginning of such fiscal year or other period, Depreciation for such asset shall be an amount that bears the same ratio
to the beginning Gross Asset Value of such asset as the federal income tax depreciation, depletion, amortization or other cost
recovery deduction for such fiscal year or other period bears to the beginning adjusted tax basis of such asset; provided further,
however, that if the federal income tax depreciation, depletion, amortization or other cost recovery deduction for such
asset for such fiscal year or other period is zero, Depreciation of such asset shall be determined with reference to the beginning
Gross Asset Value of such asset using any reasonable method selected by the General Partner.


“Distribution Date”
has the meaning set forth in Section 5.1(a).


“Effective Date”
means the date upon which the Registration Statement relating to the General Partner’s initial primary offering of Common
Stock has been declared effective by the Commission.


“Entity” means
any general partnership, limited partnership, corporation, joint venture, trust, business trust, real estate investment trust,
limited liability company, limited liability partnership, cooperative or association.


“ERISA” means
the Employee Retirement Income Security Act of 1974, as amended from time to time (or any corresponding provisions of succeeding
laws).


“Exchange Factor”
means 1.0; provided, however, that if the General Partner: (a) declares or pays a dividend on its outstanding Common
Stock in Common Stock or makes a distribution to all holders of its outstanding Common Stock in Common Stock; (b) subdivides its
outstanding Common Stock; or (c) combines its outstanding Common Stock into a smaller number of shares of Common Stock, the Exchange
Factor shall be adjusted by multiplying the Exchange Factor by a fraction, the numerator of which shall be the number of shares
of Common Stock issued and outstanding on the record date for such dividend, contribution, subdivision or combination (assuming
for such purpose that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator
of which shall be the actual number of shares of Common Stock (determined without the above assumption) issued and outstanding
on the record date for such dividend, distribution, subdivision or combination. Any adjustment to the Exchange Factor shall become
effective immediately after the effective date of such event retroactive to the record date, if any, for such event.


“Exchange Right”
means the exchange right of a Limited Partner described in Section 8.6 and to be set forth in one or more Exchange Rights Agreements.


“Exchange Rights Agreements”
has the meaning set forth in Section 8.6(h).


“FINRA” means
the Financial Industry Regulatory Authority.


“General Partner”
means Inland Residential Properties Trust, Inc., a Maryland corporation, and any successor as general partner of the Partnership.




    8


     


    

“General Partner Interest”
means a Partnership Interest held by the General Partner, in its capacity as general partner. A General Partner Interest may be
expressed as a number of GP Units.


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


“Gross Asset Value”
means, with respect to any asset of the Partnership, such asset’s adjusted basis for federal income tax purposes, except
as follows:


(a)            
the initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value
of such asset, without reduction for liabilities, as determined by the contributing Partner and the Partnership on the date of
contribution thereof;


(b)           
if the General Partner determines that an adjustment is necessary or appropriate to reflect the relative economic interests
of the Partners, the Gross Asset Values of all Partnership assets shall be adjusted in accordance with Sections 1.704-1(b)(2)(iv)(f)
and (g) of the Regulations to equal their respective gross fair market values, without reduction for liabilities, as reasonably
determined by the General Partner, as of the following times:


(i)             
a Capital Contribution (other than a de minimis Capital Contribution) to the Partnership by a new or existing Partner
as consideration for a Partnership Interest;


(ii)           
the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership assets as consideration
for the repurchase or redemption of a Partnership Interest;


(iii)         
the liquidation of the Partnership within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations; and


(iv)         
the grant of an interest in the Partnership (other than a de minimis interest) as consideration for the provision
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 or in anticipation of becoming a Partner;


(c)            
the Gross Asset Values of Partnership assets distributed to any Partner shall be the gross fair market values of such assets
(taking Section 7701(g) of the Code into account) without reduction for liabilities, as determined by the General Partner as of
the date of distribution; and


(d)           
the Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted
basis of such assets pursuant to Sections 734(b) or 743(b) of the Code, but only to the extent that such adjustments are taken
into account in determining Capital Accounts pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations (as set forth in Exhibit
B); provided, however, that Gross Asset Values shall not be adjusted pursuant to this paragraph (d) to the extent
that




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the General Partner determines that
an adjustment pursuant to paragraph (b) above is necessary or appropriate in connection with a transaction that would otherwise
result in an adjustment pursuant to this paragraph (d).


At all times, Gross Asset Values shall be adjusted by any
Depreciation taken into account with respect to the Partnership’s assets for purposes of computing Net Income and Net Loss.


“Gross
Proceeds” means the aggregate purchase price of all shares of Common Stock sold for the account of the General Partner
through an Offering, without deduction for Organization and Offering Expenses. For the purpose of computing Gross Proceeds, the
purchase price of any share of Common Stock for which reduced selling commissions are paid to (i) Inland Securities Corporation
or any successor dealer manager to the General Partner or (ii) a broker-dealer (where net proceeds to the General Partner are not
reduced) shall be deemed to be the full amount of the offering price per share of the applicable Common Stock pursuant to the Registration
Statement for such Offering without reduction.


“Incapacity”
or “Incapacitated” means,


(a)            
as to any individual who is a Partner, death, total physical disability or entry by a court of competent jurisdiction adjudicating
him incompetent to manage his person or his estate;


(b)           
as to any corporation which is a Partner, the filing of a certificate of dissolution, or its equivalent, for the corporation
or the revocation of its charter;


(c)            
as to any partnership which is a Partner, the dissolution and commencement of winding up of the partnership;


(d)           
as to any limited liability company which is a Partner, the dissolution and commencement of winding up of the limited liability
company;


(e)            
as to any estate which is a Partner, the distribution by the fiduciary of the estate’s entire interest in the Partnership;


(f)            
as to any trustee of a trust which is a Partner, the termination of the trust (but not the substitution of a new trustee);
or


(g)           
as to any Partner, the bankruptcy of such Partner, which shall be deemed to have occurred when:


(i)             
the Partner commences a voluntary proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency
or other similar law now or hereafter in effect;


(ii)           
the Partner is adjudged as bankrupt or insolvent, or a final and nonappealable order for relief under any bankruptcy, insolvency
or similar law now or hereafter in effect has been entered against the Partner;




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(iii)         
the Partner executes and delivers a general assignment for the benefit of the Partner’s creditors;


(iv)         
the Partner files an answer or other pleading admitting or failing to contest the material allegations of a petition filed
against the Partner in any proceeding of the nature described in clause (ii) above;


(v)           
the Partner seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator for the Partner or
for all or any substantial part of the Partner’s properties;


(vi)         
any proceeding seeking liquidation, reorganization or other relief of or against such Partner under any bankruptcy, insolvency
or other similar law now or hereafter in effect has not been dismissed within one hundred twenty (120) days after the commencement
thereof;


(vii)       
the appointment without the Partner’s consent or acquiescence of a trustee, receiver or liquidator has not been vacated
or stayed within ninety (90) days of such appointment; or


(viii)     
an appointment referred to in clause (vii) which has been stayed is not vacated within ninety (90) days after the expiration
of any such stay.


“Include”,
“includes” and “including” shall be construed as if followed by the phrase
“without limitation”.


“Included Assets”
means the Investments owned as of the Termination Date.


“Indemnitee”
means


(a)            
any Person made a party to a proceeding by reason of:


(i)             
its status as the General Partner,


(ii)           
its status as a Limited Partner,


(iii)         
its status as a business manager or investment advisor to the General Partner,


(iv)         
its status as a trustee, director or officer of the Partnership, the General Partner, or the investment advisor to the General
Partner,


(v)           
its status as a director, trustee, member or officer of any other Entity, each Person serving in such capacity at the request
of the Partnership or the General Partner, or


(vi)         
his or its liabilities, pursuant to a loan guarantee or otherwise, for any indebtedness of the Partnership or any Subsidiary
of the Partnership




    11


     


    

(including any indebtedness which the
Partnership or any Subsidiary of the Partnership has assumed or taken assets subject to); and


(b)           
such other Persons (including Affiliates of the General Partner, a Limited Partner or the Partnership) as the General Partner
may designate from time to time (whether before or after the event giving rise to potential liability), in its sole and absolute
discretion.


“Investment”
or “Investments” means any investment or investments by the Partnership, directly or indirectly, in Properties,
Loans or other Permitted Investments.


“Investment Liquidity Date”
means the date on which an Investment Liquidity Event is consummated.


“Investment Liquidity Event”
means: (a) an Asset Sale; or (b) a Merger.


“Investment Liquidity Promote”
has the meaning set forth in Section 5.1(e).


“IRS” means
the Internal Revenue Service of the United States (or any successor organization).


“Liability Shortfall”
has the meaning set forth in subparagraph 4(d) of Exhibit B.


“Lien” means
any lien, security interest, mortgage, deed of trust, charge, claim, encumbrance, pledge, option, right of first offer or first
refusal and any other right or interest of others of any kind or nature, actual or contingent, or other similar encumbrance of
any nature whatsoever.


“Limited Partner”
means any Person named as a Limited Partner in Exhibit A, as such Exhibit may be amended from time to time, upon the execution
and delivery by such Person of an additional limited partner signature page, or any Substituted Limited Partner or Additional Limited
Partner, in such Person’s capacity as a Limited Partner of the Partnership.


“Limited Partner Interest”
means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests
of all Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled, as provided
in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited
Partner Interest may be expressed as a number of Partnership Units (other than GP Units).


“Liquidating Event”
has the meaning set forth in Section 13.1(b) hereof.


“Liquidator”
has the meaning set forth in Section 13.2(a)(iii) hereof.


“Listing” means
the listing of any class of shares of Common Stock on a national securities exchange.


“Listing Promote”
has the meaning set forth in Section 5.1(c).




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“Loans” means
mortgage loans and other types of debt financing investments made by the Partnership, either directly or indirectly, including
through ownership interests in a joint venture or other entity and including mezzanine loans, B-notes, bridge loans, convertible
mortgages, wraparound mortgage loans, construction mortgage loans, loans on leasehold interests, and participations in such loans.


“Market Value”
means: (a) in the case of a Listing, the weighted average closing price per share of Common Stock over the Measurement Period multiplied
by the number of shares of Common Stock outstanding on the day trading first commences or commenced upon a Listing; (b) in the
case of a Merger, the value accorded to one share of Common Stock in the applicable transaction documents governing the Merger
multiplied by the number of shares of Common Stock outstanding immediately prior to the effective time of the Merger; and (c) in
the case of an Asset Sale, the Net Sales Proceeds distributed to the holders of Common Stock. Notwithstanding (a) above, if a definitive
agreement relating to a Merger or an Asset Sale shall be entered into after a Listing, but before the Measurement Period shall
be completed, then Market Value shall be determined according to (b) or (c) above, as applicable.


“Measurement Period”
means the period beginning the date that is one hundred eighty (180) calendar days after the date of Listing, and continuing for
a period of thirty (30) consecutive calendar days.


“Merger” means
any merger, reorganization, business combination, share exchange or acquisition by any Person or related group of Persons of beneficial
ownership of all or substantially all the shares of Common Stock in one or more related transactions, or another similar transaction
involving the General Partner, pursuant to which the holders of Common Stock receive cash or the securities of another issuer that
are listed on a national securities exchange, as full or partial consideration for their shares of Common Stock.


“Net Income”
or “Net Loss” means, for each fiscal year or other applicable period, an amount equal to the Partnership’s
taxable income or loss for such year or period as determined for federal income tax purposes by the General Partner, determined
in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated
separately pursuant to Section 703(a) of the Code shall be included in taxable income or loss), adjusted as follows:


(a)            
by including as an item of gross income any tax-exempt income received by the Partnership and not otherwise taken into account
in computing Net Income or Net Loss;


(b)           
by treating as a deductible expense any expenditure of the Partnership described in Section 705(a)(2)(B) of the Code (or
which is treated as a Section 705(a)(2)(B) expenditure pursuant to Section 1.704-1(b)(2)(iv)(i) of the Regulations) and not otherwise
taken into account in computing Net Income or Net Loss, including amounts paid or incurred to organize the Partnership (unless
an election is made pursuant to Section 709(b) of the Code) or to promote the sale of interests in the Partnership and by treating
deductions for any losses incurred in connection with the sale or exchange of Partnership property disallowed pursuant to Section
267(a)(1) or 707(b) of the Code as expenditures described in Section 705(a)(2)(B) of the Code;




    13


     


    

(c)            
by taking into account Depreciation in lieu of depreciation, depletion, amortization and other cost recovery deductions
taken into account in computing taxable income or loss;


(d)           
by computing gain or loss resulting from any disposition of Partnership property with respect to which gain or loss is recognized
for federal income tax purposes by reference to the Gross Asset Value of such property rather than its adjusted tax basis;


(e)            
if an adjustment of the Gross Asset Value of any Partnership asset which requires that the Capital Accounts of the Partners
be adjusted pursuant to Sections 1.704-1(b)(2)(iv)(e), (f) and (g) of the Regulations, by taking into account the amount of such
adjustment as if such adjustment represented additional Net Income or Net Loss pursuant to Exhibit B;


(f)            
by excluding Net Property Gain and Net Property Loss; and


(g)           
by not taking into account in computing Net Income or Net Loss items separately allocated to the Partners pursuant to paragraphs
2 and 3 of Exhibit B.


“Net Investment”
means (i) as it relates to the Stockholders, the total amount of Gross Proceeds raised in all Offerings; and (ii) as it relates
to the Limited Partners (other than the General Partner in its capacity as a Limited Partner) the total amount of Capital Contributions.


“Net Investment Balance”
means the excess, if any, of: (a) the Net Investment, over (b) in each case, without duplication, (i) as it relates to the Stockholders,
all prior distributions to Stockholders of Net Sales Proceeds and any amounts paid by the General Partner to repurchase shares
of Common Stock pursuant to the General Partner’s plan for redemption of Common Stock or otherwise; and (ii) as it relates
to the Limited Partners, all distributions pursuant to Section 5.1(b)(i) (other than distributions to the General Partner in its
capacity as a Limited Partner), and all proceeds or property used to redeem Limited Partner Interests (except those held directly
or indirectly the General Partner).


“Net Property Gain”
or “Net Property Loss” means, for each fiscal year or other applicable period, an amount equal to the
Partnership’s taxable gain or loss for such year or period from Sales, including the amount of any adjustment of the Gross
Asset Value of any Real Estate Asset which requires that the Capital Accounts of the Partners be adjusted pursuant to Sections
1.704-1(b)(2)(iv)(e), (f) and (g) of the Regulations. For these purposes, the Gross Asset Value of the Real Estate Assets may reflect
the market capitalization of the General Partner (increased by the amount of any Partnership liabilities).


“Net Sales Proceeds”
has the meaning set forth in the Articles of Incorporation.


“Nonrecourse Deductions”
has the meaning set forth in Sections 1.704-2(b)(1) and 1.704-2(c) of the Regulations.




    14


     


    

“Nonrecourse Liabilities”
has the meaning set forth in Section 1.704-2(b)(3) of the Regulations.


“Notice of Redemption”
has the meaning provided in Section 8.6(a) hereof.


“Offer” has
the meaning set forth in Section 11.2(c)(i).


“Offering”
means the public offering of shares of any class of Common Stock pursuant to a Registration Statement on Form S-11 or any other
applicable form prescribed by the Commission.


“OP Unit” means
a Class A Unit or a Class T Unit, or the Class A Units and Class T Units collectively, as the context requires.


“Organization and Offering
Expenses” means all expenses incurred by or on behalf of the General Partner in connection with or in preparing the
General Partner for registration of and subsequently offering and distributing any class of its shares of Common Stock to the public,
whether incurred before, on or after the date of the Business Management Agreement, which may include total underwriting and brokerage
discounts and commissions (including fees of the underwriters’ attorneys); any expense allowance granted by the General Partner
to the underwriter or any reimbursement of expenses of the underwriter by the General Partner; expenses for printing, engraving
and mailing; compensation of employees while engaged in sales activity; charges of transfer agents, registrars, trustees, escrow
holders, depositaries and experts; and expenses of qualification of the sale of the securities under federal and state laws, including
taxes and fees, accountants’ and attorneys’ fees.


“Partner” means
the General Partner or a Limited Partner, and “Partners” means the General Partner and the Limited Partners collectively.
Solely for purposes of Exhibit B, “Partner” shall include the Special Limited Partner.


“Partner Nonrecourse Debt”
has the meaning set forth in Section 1.704-2(b)(4) of the Regulations.


“Partner Nonrecourse Debt
Minimum Gain” means an amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain
that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section
1.704-2(i)(3) of the Regulations.


“Partner Nonrecourse Deductions”
has the meaning set forth in Sections 1.704-2(i)(1) and (2) of the Regulations, and the amount of Partner Nonrecourse Deductions
with respect to a Partner Nonrecourse Debt for a Partnership taxable year shall be determined in accordance with the rules of Section
1.704-2(i)(2) of the Regulations.


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


“Partnership Interest”
means an ownership interest in the Partnership representing a Capital Contribution by either a Limited Partner or the General Partner
or the provision of




    15


     


    

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 or in anticipation of becoming
a Partner, and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in
this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Partnership
Interest may be expressed as a number of Partnership Units.


“Partnership Minimum Gain”
has the meaning set forth in Section 1.704-2(b)(2) of the Regulations, and the amount of Partnership Minimum Gain, as well as any
net increase or decrease in a Partnership Minimum Gain, for a Partnership taxable year shall be determined in accordance with the
rules of Section 1.704-2(d) of the Regulations.


“Partnership Record Date”
means the record date established by the General Partner for a distribution pursuant to Section 5.1(a) 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. Partnership Units consist of
GP Units, Class A Units and Class T Units and any classes or series of Partnership Units established after the date hereof. The
number of Partnership Units outstanding and the Percentage Interests in the Partnership represented by such Partnership Units are
set forth in Exhibit A, as such Exhibit may be amended from time to time. The ownership of Partnership Units shall be evidenced
by such form of certificate for Partnership Units as the General Partner adopts from time to time unless the General Partner determines
that the Partnership Units shall be uncertificated securities.


“Partnership Year”
means the fiscal year of the Partnership, as set forth in Section 9.2 hereof.


“Percentage Interest”
means, as to a Partner, the fractional part of the Partnership Interests owned by such Partner and expressed as a percentage as
specified in Exhibit A, as such Exhibit may be amended from time to time.


“Permitted Investments”
means all investments (other than Properties and Loans) in which the Partnership acquires an interest, either directly or indirectly,
including through ownership interests in a joint venture or other entity, pursuant to the Certificate, this Agreement and the investment
objectives and policies adopted by the General Partner from time to time, other than short-term investments acquired for purposes
of cash management, and that allow the General Partner to meet the REIT Requirements.


“Permitted Transferee”
means any person to whom Partnership Units are Transferred in accordance with Section 11.3.


“Person” means
an individual or Entity.


“Precontribution Gain”
has the meaning set forth in subparagraph 4(c) of Exhibit B.




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“Priority Return”
means a 6.0% cumulative, non-compounded, pre-tax annual return (based on a 365-day year).


“Priority Return Balance”
means, as of any date, the excess, if any, of (a) a Priority Return from the Effective Date until such Distribution Date on the
Net Investment Balance (calculated like simple interest on a daily basis based on a 365-day year), over (b) distributions made
under Sections 5.1(a) and (b)(ii); provided, however, that for purposes of calculating the Priority Return Balance, the
Net Investment Balance shall be determined on a daily basis.


“Property”
or “Properties” means any real property or properties transferred or conveyed to the Partnership or any
subsidiary of the Partnership, either directly or indirectly, and/or any real property or properties transferred or conveyed to
a joint venture or partnership in which the Partnership is, directly or indirectly, a co-venturer or partner.


“PTP Safe Harbors”
has the meaning set forth in Section 11.6(f).


“Real Estate Assets”
means any investment by the Partnership in unimproved and improved Real Property (including fee or leasehold interests, options
and leases), directly, through one or more subsidiaries or through a joint venture (net of any interest held in such investment
by a partner or member of a joint venture unaffiliated with the Partnership).


“Real Property”
means (i) land, (ii) rights in land (including leasehold interests), and (iii) any buildings, structures, improvements, furnishings,
fixtures and equipment located on or used in connection with land and rights or interests in land.


“Redeeming Limited Partner”
has the meaning provided in Section 8.6(a) hereof.


“Registration Statement”
means a Registration Statement filed on the applicable form prescribed by the Commission and filed by the General Partner with
the Commission, and any amendments thereof at any time made, relating to the Common Stock.


“Regulations”
means the final, temporary or proposed income tax regulations promulgated under the Code, as such regulations may be amended from
time to time (including corresponding provisions of succeeding regulations).


“Regulatory Allocations”
means the allocations set forth in paragraph 2 of Exhibit B.


“REIT” means
a real estate investment trust as defined in Section 856 of the Code.


“REIT Requirements”
has the meaning set forth in Section 5.2(a).


“Safe Harbor”
has the meaning set forth in Section 10.2(d).


“Safe Harbor Election”
has the meaning set forth in Section 10.2(d).


“Safe Harbor Interests”
has the meaning set forth in Section 10.2(d).


“Sales” has
the meaning set forth in the Articles of Incorporation.




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“Securities”
has the meaning set forth in Section 4.2(b).


“Special Fees”
means fees or expenses that are required or intended to be borne entirely or disproportionately by one or more particular Classes
of OP Units, including but not limited to, selling commissions, dealer manager fees and distribution and stockholder servicing
fees.


“Special Limited Partner”
means Inland Residential Properties Trust Special Limited Partner, LLC, a Delaware limited liability company, which shall be a
limited partner of the Partnership and recognized as such under applicable Delaware law, but not a “Limited Partner”
within the meaning of this Agreement.


“Special Limited Partner
Interest” means the interest of the Special Limited Partner in the Partnership representing its right as the holder
of an interest in distributions described in Sections 5.1(b)(iii)(A), (c), (d) and (e) (and any corresponding allocations of income,
gain, loss and deduction under this Agreement).


“Specified Redemption Date”
shall mean with respect to each written notice of redemption, the first Business Day of a month occurring on or after 60 calendar
days from receipt by the General Partner of such written notice of redemption.


“Sponsor” means
Inland Real Estate Investment Corporation, a Delaware corporation.


“Stockholder”
means a holder of Common Stock.


“Stockholder Distributions”
means any distributions of money or other property by the General Partner to Stockholders, including distributions that may constitute
a return of capital for U.S. federal income tax purposes, with the exception of distributions paid on shares of Common Stock repurchased
or redeemed by the General Partner.


“Subsidiary”
means, with respect to any Person, any corporation, partnership, limited liability company or other entity of which a majority
of (a) the voting power of the voting equity securities; or (b) the outstanding equity interests (whether or not voting), is owned,
directly or indirectly, by such Person.


“Substituted Limited Partner”
means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 11.4.


“Surviving General Partner”
has the meaning set forth in Section 11.2(d)(i)(A).


“Tax Allocations”
means the allocations set forth in paragraph 4 of Exhibit B.


“Tax Items”
has the meaning set forth in subparagraph 4(a) of Exhibit B.


“Termination”
means a Termination Without Cause and a Termination For Managerial Cause.


“Termination Base Promote”
has the meaning set forth in Section 5.1(d)(i).




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“Termination Date”
means the date of Termination.


“Termination For Managerial
Cause” means the termination of the Business Management Agreement by the Business Manager due to a Change of Control
(as defined in the Business Management Agreement) or breach of a material term or condition of the Business Management Agreement
by the General Partner and the General Partner has not cured such breach within 30 days of written notice thereof or, in the case
of any breach that cannot be cured within 30 days by reasonable effort, has not taken all necessary action within a reasonable
time period to cure such breach.


“Termination Liquidity Promote”
has the meaning set forth in Section 5.1(d)(ii)(B).


“Termination Listing Promote”
has the meaning set forth in Section 5.1(d)(ii)(A).


“Termination Promote”
means the Termination Base Promote, the Termination Liquidity Promote, the Termination Listing Promote, the Deferred Liquidity
Promote or the Deferred Listing Promote.


“Termination Without Cause”
means the termination of the Business Management Agreement, without Cause (as defined in the Business Management Agreement) or
penalty, by the General Partner upon a vote of a majority of the Independent Directors (as defined in the Business Management Agreement)
of the General Partner as provided for in the Business Management Agreement.


“Transaction”
has the meaning set forth in Section 11.2(c).


“Transfer”
as a noun, means any sale, assignment, conveyance, pledge, hypothecation, gift, encumbrance or other transfer, and as a verb, means
to sell, assign, convey, pledge, hypothecate, give, encumber or otherwise transfer.


“Valuation Date”
means the date of receipt by the Partnership and the General Partner of notice from an exchanging Partner that such Partner is
exercising its Exchange Rights or, if such date is not a Business Day, the first Business Day thereafter.


“Value” means
(a) if the Special Limited Partner becomes entitled to the Listing Promote, a Termination Promote (other than the Termination Base
Promote) or the Investment Liquidity Promote, the Market Value, as applicable, per share of Class A Common Stock, and (b) if the
Special Limited Partner becomes entitled to the Termination Base Promote, either (i) during the General Partner’s primary
offering, $22.81 per share of Class A Common Stock (the gross offering price for a share of Class A Common Stock net of selling
commissions and the dealer manager fee), or (ii) after the primary offering is completed, unless required by the applicable rules
and regulations promulgated by FINRA, either (A) in a follow-on offering, the gross offering price for a share of Class A Common
Stock less any selling commissions and dealer manager fees, or (B) in the absence of a follow-on offering, the estimated value
of the shares of Class A Common Stock that the General Partner publishes from time to time in accordance with FINRA rules and regulations
to assist broker dealers to satisfy their reporting obligations for customer account statement purposes.




    19


     


    

“Withheld Amount”
means any amount required to be withheld by the Partnership with respect to a Limited Partner and paid over to any taxing authority
as a result of any allocation or distribution of income to a Limited Partner or any other transaction.


Article
2

ORGANIZATIONAL MATTERS


		2.1	Formation



The General Partner has formed the Partnership
by filing the Certificate on December 19, 2013 in the office of the Delaware Secretary of State. The Partnership is a limited partnership
organized pursuant to the provision of the Act and upon the terms and conditions set forth in this Agreement. Except as expressly
provided herein to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership
shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.


		2.2	Name



The name of the Partnership is Inland
Residential Operating Partnership, L.P. The Partnership’s business may be conducted under any other name or names deemed
advisable by the General Partner, including the name of the General Partner or any Affiliate thereof. The words “Limited
Partnership”, “LP”, “Ltd.” or similar words, phrases or letters shall be included in the Partnership’s
name where necessary for the purposes of complying with the laws of any jurisdiction that so requires. The General Partner in its
sole and absolute discretion may change the name of the Partnership and shall notify the Limited Partners of such change in the
next regular communication to the Limited Partners.


		2.3	Registered Office and Agent; Principal Office



The address of the registered office
of the Partnership in the State of Delaware and the name and address of the registered agent for service of process on the Partnership
in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The principal
office of the Partnership shall be 2901 Butterfield Road, Oak Brook, Illinois 60523, or such other place as the General Partner
may from time to time designate by notice to the Limited Partners. The Partnership may maintain offices at such other place or
places within or outside the State of Delaware as the General Partner deems advisable.


		2.4	Power of Attorney



(a)            
Each Limited Partner and each Assignee who accepts Partnership Units (or any rights, benefits or privileges associated therewith)
is deemed to irrevocably constitute and appoint the General Partner, any Liquidator, and authorized officers and attorneys-in-fact
of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact,
with full power and authority in its name, place and stead to:


(i)             
execute, swear to, acknowledge, deliver, file and record in the appropriate public offices




    20


     


    

 


(A)          
all certificates, documents and other instruments (including this Agreement and the Certificate and all amendments or restatements
thereof) that the General Partner or the Liquidator deems appropriate or necessary to form, qualify or continue the existence or
qualification of the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability)
in the State of Delaware and in all other jurisdictions in which the Partnership may or plans to conduct business or own property,
including any documents necessary or advisable to convey any Contributed Property to the Partnership;


(B)          
all instruments that the General Partner or any Liquidator deems appropriate or necessary to reflect any amendment, change,
modification or restatement of this Agreement in accordance with its terms;


(C)          
all conveyances and other instruments or documents that the General Partner or any Liquidator deems appropriate or necessary
to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement, including a certificate
of cancellation;


(D)          
all instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events
described in, Article 11, 12 or 13 hereof or the Capital Contribution of any Partner;


(E)           
all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges
of Partnership Interest; and


(F)           
amendments to this Agreement as provided in Article 14 hereof; and


(ii)           
execute, swear to, seal, acknowledge and file all ballots, consents, approvals, waivers, certificates and other instruments
appropriate or necessary, in the sole and absolute discretion of the General Partner or any Liquidator, to make, evidence, give,
confirm or ratify any vote, consent, approval, agreement or other action which is made or given by the Partners hereunder or is
consistent with the terms of this Agreement or appropriate or necessary, in the sole discretion of the General Partner or any Liquidator,
to effectuate the terms or intent of this Agreement.


Nothing contained herein shall be construed as authorizing
the General Partner or any Liquidator to amend this Agreement except in accordance with Article 14 hereof or as may be otherwise
expressly provided for in this Agreement.


(b)           
(i)The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, in recognition
of the fact that each of the Limited Partners will be relying upon the power of the General Partner and any Liquidator to act as
contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and not be
affected by the subsequent Incapacity of any Limited Partner or Assignee and the Transfer of all or any portion of such Limited
Partner’s or Assignee’s Partnership Units and shall extend to such Limited Partner’s or Assignee’s heirs,
successors, assigns and personal representatives.




    21


     


    

 


(ii)           
Each such Limited Partner or Assignee hereby agrees to be bound by any representation made by the General Partner or any
Liquidator, acting in good faith pursuant to such power of attorney, and each such Limited Partner or Assignee hereby waives any
and all defenses which may be available to contest, negate or disaffirm the action of the General Partner or any Liquidator, taken
in good faith under such power of attorney.


(iii)         
Each Limited Partner or Assignee shall execute and deliver to the General Partner or the Liquidator, within fifteen (15)
days after receipt of the General Partner’s or Liquidator’s request therefore, such further designation, powers of
attorney and other instruments as the General Partner or the Liquidator, as the case may be, deems necessary to effectuate this
Agreement and the purposes of the Partnership.


(c)            
For the purposes of this Section 2.4, the term “Limited Partner” shall be deemed to include the Special Limited
Partner, unless the context otherwise requires.


		2.5	Term



The term of the Partnership shall commence
on the date hereof and shall continue until December 31, 2109, unless the Partnership is dissolved sooner pursuant to the provisions
of Article 13 or as otherwise provided by law.


Article
3

PURPOSE


		3.1	Purpose and Business



(a)            
The purpose and nature of the business to be conducted by the Partnership is to conduct any business that may be lawfully
conducted by a limited partnership organized pursuant to the Act including to engage in the following activities:


(i)             
to acquire, hold, own, develop, construct, improve, maintain, operate, sell, lease, transfer, encumber, convey, exchange,
and otherwise dispose of or deal with the properties or other real estate assets acquired by the Partnership as described in the
prospectus (as supplemented or amended from time to time) contained in the Registration Statement;


(ii)           
to acquire, hold, own, develop, construct, improve, maintain, operate, sell, lease, transfer, encumber, convey, exchange,
and otherwise dispose of or deal with real and personal property of all kinds;


(iii)         
to enter into any partnership, joint venture, corporation, limited liability company, trust or other similar arrangement
to engage in any of the foregoing;


(iv)         
to undertake such other activities as may be necessary, advisable, desirable or convenient to the business of the Partnership;
and




    22


     


    

(v)           
to engage in such other ancillary activities as shall be necessary or desirable to effectuate the foregoing purposes;


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 be classified as a REIT, unless the
General Partner determines not to qualify as a REIT or ceases to qualify as a REIT for any reason not related to the business conducted
by the Partnership.


(b)           
The Partnership shall have all powers necessary or desirable to accomplish the purposes enumerated.


		3.2	Powers



(a)            
The Partnership is empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to
or convenient for the furtherance and accomplishment of the purposes and business described herein and for the protection and benefit
of the Partnership including full power and authority to enter into, perform, and carry out contracts of any kind, to borrow money
and to issue evidences of indebtedness, whether or not secured by mortgage, trust deed, pledge or other Lien, and, directly or
indirectly, to acquire, own, improve, develop and construct real property, and lease, sell, transfer and dispose of real property;
provided, however, that the Partnership shall not take, or refrain from taking, any action which, in the judgment
of the General Partner, in its sole and absolute discretion,


(i)             
could adversely affect the ability of the General Partner to continue to qualify as a REIT, unless the General Partner otherwise
ceases to qualify as a REIT;


(ii)           
could subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code; or


(iii)         
could violate any law or regulation of any governmental body or agency having jurisdiction over the General Partner or its
securities, unless such action (or inaction) shall have been specifically consented to by the General Partner in writing.


(b)           
The General Partner also is empowered to do any and all acts and things necessary, appropriate or advisable to ensure that
the Partnership will not be classified as a “publicly traded partnership” for the purposes of Section 7704 of the Code,
including but not limited to imposing restrictions on exchanges of Partnership Units.


Article
4

CAPITAL CONTRIBUTIONS


		4.1	Capital Contributions of the Partners



(a)            
The Partners have made the Capital Contributions as set forth in Exhibit A.


(b)           
Persons who receive Partnership Interests in exchange for their interests in a Person merging into or contributing assets
to the Partnership shall become Limited Partners




    23


     


    

and shall be deemed to have made Capital
Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as
amended to reflect such deemed Capital Contributions.


(c)            
As of the effective date of this Agreement, the Partnership shall have three classes of Partnership Units, entitled “GP
Units,” “Class A Units” and “Class T Units,” respectively. Each Partner shall own Partnership Units
in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth
in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to
the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership
Units, transfers of Partnership Units or similar events having an effect on any Partner’s Percentage Interest.


(d)           
The number of Partnership Units held by the General Partner, in its capacity as general partner, as evidenced by GP Units,
shall be deemed to be the General Partner Interest.


(e)            
Except as otherwise may be expressly provided herein, the Partners shall have no obligation to make any additional Capital
Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise)
and, except as set forth in Section 13.3, no Partner shall have any obligation to restore any deficit that may exist in its Capital
Account, either upon a liquidation of the Partnership or otherwise.


		4.2	Additional Funds; Restrictions on the General Partner



(a)           
(i)The sums of money required to finance the business and affairs of the Partnership shall be derived from the Capital
Contributions made to the Partnership by the Partners as set forth in Section 4.1 and from funds generated from the operation and
business of the Partnership, including rents and distributions directly or indirectly received by the Partnership from any Subsidiary.


(ii)           
If additional financing is needed from sources other than as set forth in Section 4.2(a)(i) for any reason, the General
Partner may, in its sole and absolute discretion, in such amounts and at such times as it solely shall determine to be necessary
or appropriate,


(A)          
cause the Partnership to issue additional Partnership Interests and admit additional Limited Partners to the Partnership
in accordance with Section 4.3;


(B)          
make additional Capital Contributions to the Partnership (subject to the provisions of Section 4.2(b));


(C)          
cause the Partnership to borrow money, enter into loan arrangements, issue debt securities, obtain letters of credit or
otherwise borrow money on a secured or unsecured basis;


(D)          
make a loan or loans to the Partnership (subject to Section 4.2(b)); or




    24


     


    

(E)           
sell any assets or properties directly or indirectly owned by the Partnership.


(iii)         
In no event shall any Limited Partners be required to make any additional Capital Contributions or any loan to, or otherwise
provide any financial accommodation for the benefit of, the Partnership.


(b)           
The General Partner shall not issue any debt securities, any preferred stock or any common stock, including additional Common
Stock other than (i) as payment of the Common Stock Amount or (ii) in connection with the conversion or exchange of securities
of the General Partner solely in conversion or exchange for other securities of the General Partner, or rights, options, warrants
or convertible, exercisable or exchangeable securities containing the right to subscribe for or purchase any of the foregoing (collectively,
“Securities”), other than to all holders of Common Stock, unless the General Partner shall:


(i)             
in the case of debt securities, lend to the Partnership the proceeds of or consideration received for such Securities on
the same terms and conditions, including interest rate and repayment schedule, as shall be applicable with respect to or incurred
in connection with the issuance of such Securities and the proceeds of, or consideration received from, any subsequent exercise,
exchange or conversion thereof (if applicable);


(ii)           
in the case of equity Securities senior or junior to the Common Stock as to dividends and distributions on liquidation,
contribute to the Partnership the proceeds of or consideration (including any property or other non-cash assets) received for such
Securities and the proceeds of, or consideration received from, any subsequent exercise, exchange or conversion thereof (if applicable),
and receive from the Partnership, interests in the Partnership in consideration therefor with the same terms and conditions, including
dividend, dividend priority and liquidation preference, as are applicable to such Securities; and


(iii)         
in the case of Common Stock or other equity Securities on a parity with the Common Stock as to dividends and distributions
on liquidation (including Common Stock or other Securities granted as a stock award to directors and officers of the General Partner
or directors, officers or employees of the Sponsor or its Affiliates in consideration for services or future services, and Common
Stock issued pursuant to a dividend reinvestment plan or issued to enable the General Partner to make distributions to satisfy
the REIT Requirements), contribute to the Partnership the proceeds of or consideration (including any property or other non-cash
assets, including services) received for such Securities and the proceeds of, or consideration received from, any subsequent exercise,
exchange or conversion thereof (if applicable), and receive from the Partnership a number of additional Partnership Units in consideration
therefor equal to the product of


(A)          
the number of shares of Common Stock or other equity Securities issued by the General Partner, multiplied by


(B)          
a fraction the numerator of which is one and the denominator of which is the Exchange Factor in effect on the date of such
contribution.




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		4.3	Issuance of Additional Partnership Interests; Admission of Additional Limited Partners



(a)            
In addition to any Partnership Interests issuable by the Partnership pursuant to Section 4.2, the General Partner is authorized
to cause the Partnership to issue additional Partnership Interests (or options therefore) in the form of Partnership Units or other
Partnership Interests in one or more series or classes, or in one or more series of any such class senior, on a parity with, or
junior to the Partnership Units to any Persons at any time or from time to time, on such terms and conditions, as the General Partner
shall establish in each case in its sole and absolute discretion subject to Delaware law, including (i) the allocations of items
of Partnership income, gain, loss, deduction and credit to each class or series of Partnership Interests, (ii) the right of each
class or series of Partnership Interests to share in Partnership distributions, and (iii) the rights of each class or series
of Partnership Interest upon dissolution and liquidation of the Partnership; provided, however, that, no such Partnership
Interests shall be issued to the General Partner unless either (A) the Partnership Interests are issued in connection with the
grant, award, or issuance of Common Stock or other equity interests in the General Partner having designations, preferences and
other rights such that the economic interests attributable to such Common Stock or other equity interests are substantially similar
to the designations, preferences and other rights (except voting rights) of the Partnership Interests issued to the General Partner
in accordance with this Section 4.3(a) or (B) the additional Partnership Interests are issued to all Partners holding Partnership
Interests in the same class in proportion to their respective Percentage Interests in such class, without any approval being required
from any Limited Partner or any other Person; provided further, however, that:


(i)             
such issuance does not cause the Partnership to become, with respect to any employee benefit plan subject to Title I of
ERISA or Section 4975 of the Code, a “party in interest” (as defined in Section 3(14) of ERISA) or a “disqualified
person” (as defined in Section 4975(e) of the Code); and


(ii)           
such issuance would not cause any portion of the assets of the Partnership to constitute assets of any employee benefit
plan pursuant to Section 2510.3-101 of the regulations of the United States Department of Labor.


(b)           
Subject to the limitations set forth in Section 4.3(a), the General Partner may take such steps as it, in its sole and absolute
discretion, deems necessary or appropriate to admit any Person as a Limited Partner of the Partnership or to issue any Partnership
Interests, including amending the Certificate, Exhibit A or any other provision of this Agreement.


		4.4	Contribution of Proceeds of Issuance of Common Stock



In connection with any offering, grant,
award, or issuance of Common Stock or securities, rights, options, warrants or convertible or exchangeable securities pursuant
to Section 4.2, the General Partner shall make aggregate Capital Contributions to the Partnership of the proceeds raised in connection
with such offering, grant, award, or issuance, including any property issued to the General Partner pursuant to a merger or contribution
agreement in exchange for Common Stock; provided, however, that if the proceeds actually received by the General Partner are less
than the gross proceeds of such offering, grant, award, or issuance as a result of any underwriter’s discount, commission,
or fee or other expenses paid or incurred in




    26


     


    

connection with such offering, grant, award,
or issuance, then the General Partner shall make a Capital Contribution to the Partnership in the amount equal to the sum of (i)
the net proceeds of such issuance plus (ii) an intangible asset in an amount equal to the capitalized costs of the General Partner
relating to such issuance of Common Stock. Upon any such Capital Contribution by the General Partner, the Capital Account of the
General Partner shall be increased by the amount of its Capital Contribution as described in the previous sentence.


		4.5	Repurchase of Common Stock; Shares-In-Trust



(a)            
If the General Partner shall elect to purchase from its stockholders Common Stock for the purpose of delivering such Common
Stock to satisfy an obligation under any distribution reinvestment plan adopted by the General Partner, any employee stock purchase
plan adopted by the General Partner, or for any other purpose, the purchase price paid by the General Partner for such Common Stock
and any other expenses incurred by the General Partner in connection with such purchase shall be considered expenses of the Partnership
and shall be reimbursed to the General Partner, subject to the condition that:


(i)             
if such Common Stock subsequently is to be sold by the General Partner, the General Partner shall pay to the Partnership
any proceeds received by the General Partner from the sale of such Common Stock (provided that an exchange of Common Stock for
Partnership Units pursuant to the applicable Exchange Rights Agreement would not be considered a sale for such purposes); and


(ii)           
if such Common Stock is not re-transferred by the General Partner within 30 days after the purchase thereof, the General
Partner shall cause the Partnership to cancel a number of Partnership Units held by the General Partner (as applicable) equal to
the product of


(A)          
the number of shares of such Common Stock, multiplied by


(B)          
a fraction, the numerator of which is one and the denominator of which is the Exchange Factor in effect on the date of such
cancellation.


(b)           
If the General Partner purchases shares of Common Stock from the Trust (as from time to time defined in the Articles of
Incorporation), the Partnership will purchase from the General Partner a number of Partnership Units, at a price per Partnership
Unit equal to the price per share of Common Stock paid by the General Partner, equal to the product of


(i)             
the number of shares of Common Stock purchased by the General Partner from the Trust, multiplied by


(ii)           
a fraction, the numerator of which is one and the denominator of which is the Exchange Factor in effect on the date of such
purchase.


		4.6	No Third-Party Beneficiary



No creditor or other third party having
dealings with the Partnership shall have the right to enforce the right or obligations of any Partner to make Capital Contributions
or loans or to




    27


     


    

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.


		4.7	No Interest; No Return



(a)            
No Partner shall be entitled to interest on its Capital Contribution or on such Partner’s Capital Account.


(b)           
Except as provided herein or by law, no Partner shall have any right to demand or receive the return of its Capital Contribution
from the Partnership.


		4.8	No Preemptive Rights.



Subject to any preemptive rights that
may be granted pursuant to Section 4.3 hereof, no Person shall have any preemptive or other similar right with respect to


(a)            
additional Capital Contributions or loans to the Partnership; or


(b)           
issuance or sale of any Partnership Units or other Partnership Interests.


		4.9	Special Fees.



The Partners acknowledge and agree that
the following Special Fees shall be borne by the Classes of OP Units as follows:


(a)            
a selling commission equal to $1.50 and a dealer manager fee equal to approximately $0.69 for each Class A Unit issued in
respect of the issuance and sale of a share of Class A Common Stock in the General Partner’s primary offering (or, with respect
to Class A Units issued in respect of the issuance and sale of a share of Class A Common Stock in a follow-on offering of the General
Partner, such other selling commission and dealer manager fee charged in respect of such share of Class A Common Stock);


(b)           
a selling commission equal to approximately $0.48 and a dealer manager fee equal to approximately $0.66 for each Class T
Unit issued in respect of the issuance and sale of a share of Class T Common Stock in the General Partner’s primary offering
(or, with respect to Class T Units issued in respect of the issuance and sale of a share of Class T Common Stock in a follow-on
offering of the General Partner, such other selling commission and dealer manager fee charged in respect of such share of Class
T Common Stock); and


(c)            
an annual distribution and stockholder servicing fee for each Class T Unit issued in respect of the issuance and sale of
a share of Class T Common Stock in the General Partner’s primary offering equal to (i) one percent of the gross offering
price of a share of Class T Common Stock issued in the General Partner’s primary offering, or, once the General Partner publishes
the estimated value of a share of Class T Common Stock in accordance with FINRA rules and regulations to assist broker dealers
to satisfy their reporting obligations for customer account statement purposes, (ii) one percent of the estimated value of a share
of Class T Common Stock that the General Partner publishes from time to time.




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		4.10	Conversion of Class T Units.



At such time as a share of Class T Common
Stock is converted into Class A Common Stock, the corresponding Class T Unit shall convert into a corresponding number of Class
A Units. The conversion of all or a portion of the Class T Units shall occur automatically after the close of business on the applicable
date of conversion, as of which time the holder of Class T Units shall be credited on the books and records of the Partnership
with the issuance as of the opening of business on the next day of the number of Class A Units issuable upon such conversion.


Article
5

DISTRIBUTIONS


		5.1	Distributions



(a)            
Cash Available for Distribution. Subject to the provisions of Sections 5.3, 5.4, 12.2(c) and 13.2, the General Partner
shall cause the Partnership to distribute, at such times as the General Partner shall determine (each a “Distribution
Date”), an amount of Cash Available for Distribution, determined by the General Partner in its sole discretion to the
Partners holding Partnership Units who are Partners on the applicable Partnership Record Date, pari passu and in proportion
to each such Partner’s respective Percentage Interest with respect to such Partner’s Class or series of Partnership
Units; provided, for the avoidance of doubt, that the amount of such distributions shall appropriately reflect the special
allocation of Special Fees amongst the Classes of OP Units set forth in subparagraph 1(c)(ii) of Exhibit B.


(b)           
Net Sales Proceeds. Subject to the provisions of Sections 5.1(f), 5.3, 5.4, 12.2(c) and 13.2, Net Sales Proceeds
shall be distributed as follows:


(i)             
First, 100% to the Partners holding GP Units and any Class of OP Units in proportion to each such Partner’s
respective Percentage Interest with respect to such GP Units and Class of OP Units until the Net Investment Balance is zero;


(ii)           
Second, 100% to the Partners holding GP Units and any Class of OP Units in proportion to each such Partner’s
respective Percentage Interest with respect to such GP Units and Class of OP Units until such Partners have received in the aggregate,
pursuant to this Section 5.1(b)(ii) and Section 5.1(a), an amount such that the Priority Return Balance is zero; and


(iii)         
Thereafter, (A) 15% to the Special Limited Partner with respect to the Special Limited Partner Interest, and (B)
85% to be distributed to the Partners holding Partnership Units pari passu and in proportion to each such Partner’s
respective Percentage Interest with respect to such Partner’s Class or series of Partnership Units.


(c)            
Listing Promote. Upon a Listing and subject to Section 5.1(f), the General Partner shall cause the Partnership to
distribute an amount to the Special Limited Partner, in one or more distributions solely out of Net Sales Proceeds in redemption
of the Special Limited Partner Interest (the “Listing Promote”), equal to 15% of the amount, if any, by which
(i) the




    29


     


    

sum of (A) the Market Value plus
(B) the sum of all Stockholder Distributions paid by the General Partner prior to the date of Listing, exceeds (ii) the sum of
(A) the Gross Proceeds raised in all Offerings through the date of Listing (less amounts paid on or prior to the date of Listing
to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase
program) plus (B) the minimum amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock
in an Offering, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in all such Offerings. The
Listing Promote will only be paid to the Special Limited Partner if the Business Management Agreement has not been terminated by
the General Partner or the Business Manager prior to the Listing.


(d)           
Termination Promotes.


(i)             
Upon a Termination and subject to Sections 5.1(d)(ii), (d)(iii) and (f), the General Partner shall cause the Partnership
to distribute an amount to the Special Limited Partner, in one or more distributions solely out of Net Sales Proceeds in redemption
of the Special Limited Partner Interest (the “Termination Base Promote”), equal to 15% of the amount, if any,
by which (A) the sum of (I) the estimated value of the Included Assets (as determined by the General Partner in accordance with
its valuation policy), minus (II) any debt secured by such Investments as well as any unsecured debt of the General Partner,
plus or minus (III) any working capital surplus or deficit of the General Partner, as applicable, plus (IV) the sum
of all Stockholder Distributions paid by the General Partner through the Termination Date on shares of Common Stock issued in all
Offerings through the Termination Date, minus (V) any amounts distributable as of the Termination Date to the Limited Partners
who received Partnership Units in connection with the contribution of any Included Assets (including cash used to acquire Included
Assets) to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included
Assets on the Termination Date) exceeds (B) the sum of (I) the Gross Proceeds raised in all Offerings through the Termination Date
(less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering
pursuant to the General Partner’s share repurchase plan) plus (II) the minimum amount of cash that, if distributed
to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Termination Date, would have provided
such Stockholders a Priority Return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the
period from inception through the Termination Date.


(ii)           
Subject to Section 5.1(f), if upon a Termination the Special Limited Partner would be entitled to an amount with respect
to the Termination Base Promote, the Special Limited Partner may retain its Special Limited Partner Interest and elect to receive,
in lieu of its right to receive the Termination Base Promote, either:


(A)          
If there is a Listing subsequent to the Termination Date, then the General Partner shall cause the Partnership to distribute
an amount to the Special Limited Partner, in one or more distributions solely out of Net Sales Proceeds in redemption of the Special
Limited Partner Interest (the “Termination Listing Promote”), equal to 15% of the amount, if any, by which (I) the
sum of (a) the




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Market Value, plus (b)
the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued
in Offerings through the Termination Date exceeds (II) the sum of (a) the Gross Proceeds raised in all Offerings through
the Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased
in an Offering on or prior to the Termination Date pursuant to the General Partner’s share repurchase plan), plus
(b) the minimum amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering
on or prior to the Termination Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in all
Offerings through the Termination Date, measured for the period from inception of the General Partner through the date of Listing;
or


(B)          
If there is an Investment Liquidity Event subsequent to the Termination Date, then the General Partner shall cause the Partnership
to distribute an amount to the Special Limited Partner, in one or more distributions solely out of Net Sales Proceeds in redemption
of the Special Limited Partner Interest (the “Termination Liquidity Promote”), equal to 15% of the amount, if
any, by which (I) the sum of (a) the Market Value, plus (b) the sum of all Stockholder Distributions paid
by the General Partner through the Investment Liquidity Date on shares of Common Stock issued in Offerings through the Termination
Date exceeds (II) the sum of (a) the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid
on or prior to the Investment Liquidity Date to purchase or redeem any shares of Common Stock purchased in an Offering on or prior
to the Termination Date pursuant to the General Partner’s share repurchase program), plus (b) the minimum amount
of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Termination
Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in all Offerings through the Termination
Date, measured for the period from inception of the General Partner through the Investment Liquidity Date.


(iii)         
Subject to Section 5.1(f), if upon a Termination the Special Limited Partner would not be entitled to any amount with respect
to the Termination Base Promote, the Special Limited Partner shall retain its Special Limited Partner Interest and shall be entitled
to receive either:


(A)          
If there is a Listing subsequent to the Termination Date, then the General Partner shall cause the Partnership to distribute
an amount to the Special Limited Partner, in one or more distributions solely out of Net Sales Proceeds in redemption of the Special
Limited Partner Interest (the “Deferred Listing Promote”), equal to the product of (I) 15% of the amount, if
any, by which (a) the sum of (1) the Market Value, plus (2) the sum of all Stockholder Distributions paid by
the General Partner through the date of Listing on shares of Common Stock issued in Offerings through the Termination Date exceeds
(b) the sum of (a) the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior
to the date of Listing to purchase or redeem any shares of Common Stock purchased in an Offering on or




    31


     


    

prior to the Termination Date pursuant
to the General Partner’s share repurchase plan), plus (b) the minimum amount of cash that, if distributed to
those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Termination Date, would have provided
such Stockholders a Priority Return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the
period from inception of the General Partner through the date of Listing, multiplied by (II) a fraction equal to the quotient
of (a) the number of calendar days elapsed from the inception of the General Partner through and including the Termination
Date, divided by (b) the number of calendar days elapsed from the inception of the General Partner through and including
the date of Listing; or


(B)          
If there is an Investment Liquidity Event subsequent to the Termination Date, then the General Partner shall cause the Partnership
to distribute an amount to the Special Limited Partner, in one or more distributions solely out of Net Sales Proceeds in redemption
of the Special Limited Partner Interest (the “Deferred Liquidity Promote”), equal to the product of (I) 15%
of the amount, if any, by which (a) the sum of (1) the Market Value, plus (2) the sum of all Stockholder Distributions
paid by the General Partner through the Investment Liquidity Date on shares of Common Stock issued in Offerings through the Termination
Date exceeds (b) the sum of (1) the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid
on or prior to the Investment Liquidity Date to purchase or redeem any shares of Common Stock purchased in an Offering on or prior
to the Termination Date pursuant to the General Partner’s share repurchase program), plus (2) the minimum amount of
cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Termination
Date, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in all Offerings through the Termination
Date, measured for the period from inception of the General Partner through the Investment Liquidity Date, multiplied by
(II) a fraction equal to the quotient of (a) the number of calendar days elapsed from the inception of the General Partner
through and including the Termination Date, divided by (b) the number of calendar days elapsed from the inception
of the General Partner through and including the Investment Liquidity Date.


(e)            
Investment Liquidity Promote. Upon an Investment Liquidity Event and subject to Section 5.1(f), the General Partner
shall cause the Partnership to distribute an amount to the Special Limited Partner, in one or more distributions solely out of
Net Sales Proceeds in redemption of the Special Limited Partner Interest (the “Investment Liquidity Promote”),
equal to 15% of the amount, if any, by which (i) the sum of (A) the Market Value, plus (B) the sum of all Stockholder Distributions
paid by the General Partner through the Investment Liquidity Date, exceeds (ii) the sum of (A) the Gross Proceeds raised in all
Offerings through the Investment Liquidity Date (less amounts paid on or prior to the Investment Liquidity Date to purchase or
redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus
(B) the minimum amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on
or prior to the Investment Liquidity Date, would have provided such Stockholders a Priority




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Return on the Gross Proceeds raised in
all Offerings through the Investment Liquidity Date, measured for the period from inception of the General Partner through the
Investment Liquidity Date. The Investment Liquidity Promote will only be paid to the Special Limited Partner if the Business Management
Agreement has not been terminated by the General Partner or the Business Manager prior to the Investment Liquidity Event.


(f)            
Coordination.


(i)             
Any Net Sales Proceeds paid to the Special Limited Partner pursuant to Section 5.1(b)(iii)(A) prior to a Listing shall reduce
dollar for dollar the amount of the Listing Promote distributable pursuant to Section 5.1(c). If the Special Limited Partner is
entitled to the Listing Promote pursuant to Section 5.1(c), (A) the Special Limited Partner shall no longer be entitled to receive
distributions of Net Sales Proceeds pursuant to Section 5.1(b)(iii)(A), a Termination Promote pursuant to Section 5.1(d) or the
Investment Liquidity Promote pursuant to Section 5.1(e) and (B) any Net Sales Proceeds received by the Partnership after the Listing
shall be applied first to satisfy the Partnership’s obligation to make distributions pursuant to Section 5.1(c).


(ii)           
Any Net Sales Proceeds paid to the Special Limited Partner pursuant to Section 5.1(b)(iii)(A) prior to the Termination Date
shall reduce dollar for dollar the amount of the Termination Promote distributable pursuant to Section 5.1(d). If the Special Limited
Partner receives, or is entitled to receive, a Termination Promote pursuant to Section 5.1(d), (A) the Special Limited Partner
shall no longer be entitled to receive distributions of Net Sales Proceeds pursuant to Section 5.1(b)(iii)(A), a Listing Promote
pursuant to Section 5.1(c) or the Investment Liquidity Promote pursuant to Section 5.1(e) and (B) any Net Sales Proceeds received
by the Partnership after the Termination Date, in connection with the Termination Base Promote, the date of the subsequent Listing,
in connection with the Termination Listing Promote and the Deferred Listing Promote, and the Investment Liquidity Date, in connection
with the Termination Liquidity Promote and the Deferred Liquidity Promote, shall be applied first to satisfy the Partnership’s
obligation to make distributions pursuant to Section 5.1(d).


(iii)         
Any Net Sales Proceeds paid to the Special Limited Partner pursuant to Section 5.1(b)(iii)(A) prior to an Investment Liquidity
Date shall reduce dollar for dollar the Investment Liquidity Promote distributable pursuant to Section 5.1(e). If the Special Limited
Partner is entitled to receive an Investment Liquidation Promote pursuant to Section 5.1(e), (A) the Special Limited Partner shall
no longer be entitled to receive distributions of Net Sales Proceeds pursuant to Section 5.1(b)(iii)(A), the Listing Promote pursuant
to Section 5.1(c) or a Termination Promote pursuant to Section 5.1(d) and (B) any Net Sales Proceeds received by the Partnership
as a result of or after the Investment Liquidity Event shall be applied first to satisfy the Partnership’s obligation to
make distributions pursuant to Section 5.1(e).


(iv)         
If the Special Limited Partner contributes its Special Limited Partner Interest to the Partnership in exchange for Class
A Units pursuant to Section 8.7, the Special Limited Partner shall no longer be entitled to the Listing Promote, a Termination
Promote or the Investment Liquidity Promote or distributions of Net Sales




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Proceeds in respect of such Listing
Promote, Termination Promote or Investment Liquidity Promote pursuant to Sections 5.1(f)(i), (ii) or (iii), respectively.


(v)           
If the priority distribution of Net Sales Proceeds to the Special Limited Partner pursuant to this Section 5.1(f) prevents
the Partnership from being able to distribute sufficient amounts to the General Partner pursuant to Section 5.1(b) to enable the
General Partner to satisfy the REIT Requirement, the General Partner may in its sole discretion cause the Partnership to distribute
some or all of the Net Sales Proceeds subject to a priority distribution pursuant to this Section 5.1(f) to the General Partner
in an amount sufficient to enable the General Partner to pay dividends to the Stockholders in order to satisfy the REIT Requirements.


(g)           
Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, so long as the Special Limited
Partner is entitled to the Listing Promote, a Termination Promotes or the Investment Liquidity Promote and has not contributed
its Special Limited Partner Interest in accordance with Section 8.7, the Special Limited Partner shall continue to be treated as
a partner of the Partnership in respect of its Special Limited Partner Interest until the Partnership has satisfied its obligations
with respect to the Listing Promote, Termination Promotes and Investment Liquidity Promote.


(h)           
In no event may any Partner receive a distribution pursuant to Sections 5.1(a) or (b) with respect to a Partnership Unit
if such Partner is entitled to receive a distribution with respect to Common Stock for which such a Partnership Unit has been exchanged.


(i)             
Special Fees. Consistent with Section 4.9, if the Partnership directly or indirectly incurs Special Fees, (i) Cash
Available for Distribution or Net Sales Proceeds, as the case may be, available for distribution under this Section 5.1 shall
be increased by the Special Fees to the extent that Cash Available for Distribution or Net Sales Proceeds have been previously
reduced by such fees; and (ii) the amounts otherwise distributable among the Classes of OP Units shall then be reduced to
reflect their appropriate share or shares of the Special Fees.  For example, if the Partnership has Cash Available for Distribution
of $1,000 after taking into account a distribution and stockholder servicing fee of $200 that is required to be borne entirely
by the Partners holding Class T Units, Cash Available for Distribution shall be increased to $1,200 for purposes of this Section 5.1
and the amounts otherwise distributable to the Class T Units under this Section 5.1 shall be reduced by $200.


		5.2	Qualification as a REIT



The General Partner shall use its best
efforts to cause the Partnership to distribute sufficient amounts under this Article 5 to enable the General Partner to pay dividends
to the Stockholders that will enable the General Partner to


(a)           
satisfy the requirements for qualification as a REIT under the Code and Regulations (“REIT Requirements”),
and


(b)           
avoid any U.S. federal income or excise tax liability;




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provided, however, that the
General Partner shall not be bound to comply with this covenant to the extent such distributions would


(i)             
violate applicable Delaware law, or


(ii)           
contravene the terms of any notes, mortgages or other types of debt obligations to which the Partnership may be subject
in conjunction with borrowed funds.


		5.3	Withholding



With respect to any withholding tax or
other similar tax liability or obligation to which the Partnership may be subject as a result of any act or status of any Partner
or the Special Limited Partner or to which the Partnership becomes subject with respect to any Partnership Unit or the Special
Limited Partner Interest, the Partnership shall have the right to withhold amounts distributable pursuant to this Article V to
such Partner or the Special Limited Partner or with respect to such Partnership Units or the Special Limited Partner Interest,
to the extent of the amount of such withholding tax or other similar tax liability or obligation pursuant to the provisions contained
in Section 10.5, and the amount of any withholding shall reduce the right of such Partner or the Special Limited Partner to future
distribution to the extent provided in Section 10.5.


		5.4	Additional Partnership Interests



If the Partnership issues Partnership
Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary,
to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions
of Exhibit B.


Article
6

ALLOCATIONS


		6.1	Allocations



The Net Income, Net Loss, Net Property
Gain, Net Property Loss and other Partnership items shall be allocated pursuant to the provisions of Exhibit B.


		6.2	Revisions to Allocations to Reflect Issuance of Partnership Interests



If the Partnership issues Partnership
Interests to the General Partner or any additional Limited Partner pursuant to Article IV, the General Partner shall make such
revisions to this Article 6 and Exhibit B as it deems necessary to reflect the terms of the issuance of such Partnership
Interests, including making preferential allocations to classes of Partnership Interests that are entitled thereto. Notwithstanding
anything to the contrary in this Agreement, such revisions shall not require the consent or approval of any other Partner.




    35


     


    

 


Article
7

MANAGEMENT AND OPERATIONS OF BUSINESS


		7.1	Management



(a)            
(i)Except as otherwise expressly provided in this Agreement, full, complete and exclusive discretion to manage and control
the business and affairs of the Partnership are and shall be vested in the General Partner, and no Limited Partner shall have any
right to participate in or exercise control or management power over the business and affairs of the Partnership.


(ii)           
The General Partner may not be removed by the Limited Partners with or without cause.


(iii)         
In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or which
are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.11, shall
have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Partnership,
to exercise all powers set forth in Section 3.2 hereof and to effectuate the purposes set forth in Section 3.1 hereof, including:


(A)          
(1)the making of any expenditures, the lending or borrowing of money, including making prepayments on loans and borrowing
money to permit the Partnership to make distributions to its Partners in such amounts as will permit the General Partner (so long
as the General Partner qualifies as a REIT) to avoid the payment of any U.S. federal income tax (including, for this purpose, any
excise tax pursuant to Section 4981 of the Code) and to make distributions to its Stockholders in amounts sufficient to permit
the General Partner to maintain REIT status,


(2)           
the assumption or guarantee of, or other contracting for, indebtedness and other liabilities,


(3)           
the issuance of evidence of indebtedness (including the securing of the same by deed, mortgage, deed of trust or other lien
or encumbrance on the Partnership’s assets) and


(4)           
the incurring of any obligations it deems necessary for the conduct of the activities of the Partnership, including the
payment of all expenses associated with the General Partner;


(B)          
the acquisition, purchase, ownership, operating, leasing and disposition of any real property and any other property or
assets, including mortgages and real estate-related securities, whether directly or indirectly;


(C)          
the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies
having jurisdiction over the business or assets of the Partnership or the General Partner;




    36


     


    

(D)          
the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of all or substantially all of the
assets of the Partnership (including the exercise or grant of any conversion, option, privilege, or subscription right or other
right available in connection with any assets at any time held by the Partnership) or the merger, consolidation or other combination
(each a “Business Combination”) of the Partnership with or into another Entity on such terms as the General
Partner deems proper, provided, however, that the General Partner shall be required to send to each Limited Partner
a notice of such proposed Business Combination no less than 15 days prior to the record date for the vote of the General Partner’s
Stockholders on such Business Combination, if any;


(E)           
the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement
and on any terms it sees fit, including,


(1)           
the financing of the conduct of the operations of the General Partner, the Partnership or any of the Partnership’s
Subsidiaries,


(2)           
the lending of funds to other Persons (including the Subsidiaries of the Partnership and/or the General Partner) and the
repayment of obligations of the Partnership and its Subsidiaries and any other Person in which it has an equity investment, and


(3)           
the making of capital contributions to its Subsidiaries;


(F)           
the expansion, development, redevelopment, construction, leasing, repair, rehabilitation, repositioning, alteration, demolition
or improvement of any property in which the Partnership or any Subsidiary of the Partnership owns an interest;


(G)          
the negotiation, execution, and performance of any contracts, conveyances or other instruments that the General Partner
considers useful or necessary to the conduct of the Partnership’s operations or the implementation of the General Partner’s
powers under this Agreement, including contracting with contractors, developers, consultants, accountants, legal counsel, other
professional advisors and other agents and the payment of their expenses and compensation out of the Partnership’s assets;


(H)          
the distribution of Partnership cash or other Partnership assets in accordance with this Agreement;


(I)             
holding, managing, investing and reinvesting cash and other assets of the Partnership;


(J)            
the collection and receipt of revenues and income of the Partnership;




    37


     


    

(K)          
the establishment of one or more divisions of the Partnership, the selection and dismissal of employees of the Partnership
(including employees having titles such as “president”, “vice president”, “secretary” and “treasurer”
of the Partnership), and agents, attorneys, accountants, consultants and contractors of the Partnership, and the determination
of their compensation and other terms of employment or engagement;


(L)           
the maintenance of such insurance for the benefit of the Partnership and the Partners and the directors, officers, agents,
employees or affiliates thereof as it deems necessary or appropriate;


(M)         
the formation of, or acquisition of an interest (including non-voting interests in entities controlled by Affiliates of
the Partnership or by third parties) in, and the contribution of property to, any further Entities or other relationships that
it deems desirable, including the acquisition of interests in, and the contributions of funds or property to, or making of loans
to, its Subsidiaries and any other Person from time to time, or the incurrence of indebtedness on behalf of such Persons or the
guarantee of the obligations of such Persons; provided, however, that as long as the General Partner has determined
to elect to qualify as a REIT or to continue to qualify as a REIT, the Partnership may not engage in any such formation, acquisition
or contribution that would cause the General Partner to fail to qualify as a REIT;


(N)          
the control of any matters affecting the rights and obligations of the Partnership, including


(1)           
the settlement, compromise, submission to arbitration or any other form of dispute resolution, or abandonment of, any claim,
cause of action, liability, debt or damages, due or owing to or from the Partnership,


(2)           
the commencement or defense of suits, legal proceedings, administrative proceedings, arbitration or other forms of dispute
resolution, and


(3)           
the representation of the Partnership in all suits or legal proceedings, administrative proceedings, arbitrations or other
forms of dispute resolution, the incurring of legal expenses, and the indemnification of any Person against liabilities and contingencies
to the extent permitted by law;


(O)          
the undertaking of any action in connection with the Partnership’s direct or indirect investment in its Subsidiaries
or any other Person (including the contribution or loan of funds by the Partnership to such Persons);


(P)           
the determination of the fair market value of any Partnership property distributed in kind using such reasonable method
of valuation as the General Partner, in its sole discretion, may adopt;




    38


     


    

(Q)          
the exercise, directly or indirectly, through any attorney-in-fact acting under a general or limited power of attorney,
of any right, including the right to vote, appurtenant to any asset or investment held by the Partnership;


(R)          
the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of or in connection with
any Subsidiary of the Partnership or any other Person in which the Partnership has a direct or indirect interest, or jointly with
any such Subsidiary or other Person;


(S)           
the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of any Person in which the
Partnership does not have an interest pursuant to contractual or other arrangements with such Person;


(T)           
the making, execution and delivery of any and all deeds, leases, notes, mortgages, deeds of trust, security agreements,
conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary
or appropriate, in the judgment of the General Partner, for the accomplishment of any of the foregoing;


(U)          
the issuance of additional Partnership Units in connection with Capital Contributions by Additional Limited Partners and
additional Capital Contributions by Partners pursuant to Article 4 hereof;


(V)          
the authorization, issuance, sale, redemption or purchase of any Partnership Units or any securities of the Partnership;


(W)        
the opening of bank accounts on behalf of, and in the name of, the Partnership and its Subsidiaries; and


(X)          
the amendment and restatement of Exhibit A to reflect accurately at all times the Capital Contributions and Percentage
Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions,
the issuance of Partnership Units, the admission of any Additional Limited Partner or any Substituted Limited Partner or otherwise,
which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment of
this Agreement, as long as the matter or event being reflected in Exhibit A otherwise is authorized by this Agreement.


(b)           
(i)Each of the Limited Partners agree that the General Partner is authorized to execute, deliver and perform the above-mentioned
agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding
any other provision of this Agreement to the fullest extent permitted under the Act or other applicable law, rule or regulation.


(ii)           
The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted
under this Agreement shall not




    39


     


    

constitute a breach by the General
Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement
or of any duty stated or implied by law or equity.


(c)            
At all times from and after the date hereof, the General Partner at the expense of the Partnership, may or may not, cause
the Partnership to obtain and maintain


(i)             
casualty, liability and other insurance on the properties of the Partnership or its subsidiaries;


(ii)           
liability insurance for the Indemnitees hereunder; and


(iii)         
such other insurance as the General Partner, in its sole and absolute discretion, determines to be appropriate and reasonable.


(d)           
At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain at
any and all times working capital accounts and other cash or similar balances in such amount as the General Partner, in its sole
and absolute discretion, deems appropriate and reasonable from time to time.


(e)           
(i)In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take
into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The
General Partner and the Partnership shall not have liability to any Limited Partner for monetary damages or otherwise for losses
sustained, liabilities incurred or benefits not derived by such Limited Partner in connection with such decisions; provided,
that the General Partner has acted in good faith pursuant to its authority under this Agreement. The Limited Partners expressly
acknowledge that the General Partner is acting on behalf of the Partnership, the General Partner, and the General Partner’s
Stockholders, collectively.


(ii)           
The General Partner and the Partnership shall not have liability to any Limited Partner or the Special Limited Partner under
any circumstances as a result of an income tax liability incurred by such Limited Partner or the Special Limited Partner as a result
of an action (or inaction) by the General Partner taken pursuant to its authority under and in accordance with this Agreement.


(iii)         
With respect to any indebtedness of the Partnership which any Limited Partner or the Special Limited Partner may have guaranteed,
the General Partner (and its investment advisor) shall have no duty to keep such indebtedness outstanding.


		7.2	Certificate of Limited Partnership



(a)            
The General Partner has previously filed the Certificate with the Secretary of State of Delaware as required by the Act.


(b)           
(i)The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents as
may be reasonable and necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership
(or a partnership




    40


     


    

in which the limited partners have limited
liability) in the State of Delaware and any other state, or the District of Columbia, in which the Partnership may elect to do
business or own property.


(ii)           
To the extent that such action is determined by the General Partner to be reasonable and necessary or appropriate, the General
Partner shall file amendments to and restatements of the Certificate and do all of the things to maintain the Partnership as a
limited partnership (or a partnership in which the limited partners have limited liability) under the laws of the State of Delaware
and each other state, or the District of Columbia, in which the Partnership may elect to do business or own property.


(iii)         
The General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate or any amendment
thereto to any Limited Partner.


		7.3	Reimbursement of the General Partner



(a)            
Except as provided in this Section 7.3 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)           
(i)The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s organization,
the ownership of its assets and its operations. The General Partner shall be reimbursed on a monthly basis, or such other basis
as it may determine in its sole and absolute discretion, for all expenses that it incurs on behalf of the Partnership relating
to the ownership and operation of the Partnership’s assets, or for the benefit of the Partnership, including all expenses
associated with compliance by the General Partner with laws, rules and regulations promulgated by any regulatory body, expenses
related to the operations of the General Partner and to the management and administration of any Subsidiaries of the General Partner
or the Partnership or Affiliates of the Partnership, such as auditing expenses and filing fees and any and all salaries, compensation
and expenses of officers and employees of the General Partner, but excluding any portion of expenses reasonably attributable to
assets not owned by or for the benefit of, or to operations not for the benefit of, the Partnership or Affiliates of the Partnership;
provided, however, that the amount of any such reimbursement shall be reduced by any interest earned by the General
Partner with respect to bank accounts or other instruments or accounts held by it in its name.


(ii)           
Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.6
hereof.


(iii)         
The General Partner shall determine in good faith the amount of expenses incurred by it related to the ownership and operation
of, or for the benefit of, the Partnership. If certain expenses are incurred for the benefit of the Partnership and other entities
(including the General Partner), such expenses will be allocated to the Partnership and such other entities in such a manner as
the General Partner in its reasonable discretion deems fair and reasonable. All payments and reimbursements hereunder shall be
characterized for federal income tax purposes as expenses of the Partnership incurred on its behalf, and not as expenses of the
General Partner.




    41


     


    

 


(c)           
(i)Expenses incurred by the General Partner relating to the organization or reorganization of the Partnership and the
General Partner the issuance of Common Stock in connection with an Offering and any issuance of additional Partnership Interests,
Common Stock or rights, options, warrants, or convertible or exchangeable securities pursuant to Section 4.2 hereof and all costs
and expenses associated with the preparation and filing of any periodic reports by the General Partner under federal, state or
local laws or regulations (including all costs, expenses, damages, and other payments resulting from or arising in connection with
litigation related to any of the foregoing) are primarily obligations of the Partnership.


(ii)           
To the extent the General Partner pays or incurs such expenses, the General Partner shall be reimbursed for such expenses.


		7.4	Outside Activities of the General Partner



(a)            
Without the Consent of the Limited Partners, the General Partner shall not directly or indirectly enter into or conduct
any business other than in connection with the ownership, acquisition, and disposition of Partnership Interests and the management
of its business and the business of the Partnership, and such activities as are incidental thereto.


(b)           
The General Partner and any Affiliates of the General Partner may acquire Limited Partner Interests and shall be entitled
to exercise all rights of a Limited Partner relating to such Limited Partner Interests.


		7.5	Contracts with Affiliates



(a)           
(i)The Partnership may lend or contribute funds or other assets to its Subsidiaries or other Persons in which it has
an equity investment and such Subsidiaries and Persons may borrow funds from the Partnership, on terms and conditions established
in the sole and absolute discretion of the General Partner.


(ii)           
The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.


(b)           
Except as provided in Section 7.4, the Partnership may Transfer assets to Entities in which it is or thereby becomes a participant
upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its
sole and absolute discretion, may determine.


(c)            
Except as expressly permitted by this Agreement, neither the General Partner, the Sponsor nor any of their Affiliates, including
the Business Manager, shall sell, Transfer or convey any property to, or purchase any property from, the Partnership, directly
or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable.


(d)           
The General Partner, in its sole and absolute discretion and without the approval the Limited Partners, may propose and
adopt, on behalf of the Partnership, employee benefit plans, stock option plans, and similar plans funded by the Partnership for
the benefit of employees of the Partnership, the General Partner, any Subsidiaries of the Partnership or any




    42


     


    

Affiliate of any of them in respect of
services performed, directly or indirectly, for the benefit of the Partnership, the General Partner, any Subsidiaries of the Partnership
or any Affiliate of any of them.


(e)            
The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, a “right
of first opportunity” or “right of first offer” arrangement, non-competition agreements and other conflict avoidance
agreements with various Affiliates of the Partnership, the General Partner and the Sponsor on such terms as the General Partner,
in its sole and absolute discretion, believes are advisable.


		7.6	Indemnification



(a)           
(i)To the fullest extent permitted by Delaware law or as provided herein, the Partnership shall indemnify each Indemnitee
from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable attorneys’
fees and other 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 (collectively, “Claims”), that
relate to the operations of the Partnership or the General Partner as set forth in this Agreement, in which such Indemnitee may
be involved, or is threatened to be involved, as a party or otherwise, so long as (A) the course of conduct which gave rise to
the Claim was taken, in the reasonable determination of the Indemnitee made in good faith, in the best interests of the Partnership
or the General Partner, (B) such Claim was not the result of negligence or misconduct by the Indemnitee, (C) the Indemnitee (if
other than the General Partner) was acting on behalf of or performing services for the Partnership and (D) such indemnification
is not satisfied or recoverable from the assets of the Stockholders of the General Partner. Notwithstanding the foregoing, no Indemnitee
(other than the General Partner) shall be indemnified for any Claim arising from or out of an alleged violation of federal or state
securities laws unless (1) there has been a successful adjudication on the merits of each count involving alleged securities law
violations as to such Indemnitee, (2) such allegations have been dismissed with prejudice on the merits by a court of competent
jurisdiction as to such Indemnitee, or (3) a court of competent jurisdiction approves a settlement of such allegations against
such 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 Commission and of the published position of any state securities
regulatory authority in which the Common Stock was offered or sold as to indemnification for violations of securities law.


(ii)           
Without limitation, the foregoing indemnity shall extend to any liability of any Indemnitee, pursuant to a loan guaranty
(except a guaranty by a limited partner of nonrecourse indebtedness of the Partnership or as otherwise provided in any such loan
guaranty), contractual obligation for any indebtedness or other obligation or otherwise for any indebtedness of the Partnership
or any Subsidiary of the Partnership (including any indebtedness which the Partnership or any Subsidiary of the Partnership has
assumed or taken subject to), and the General Partner is hereby authorized and empowered, on behalf of the Partnership, to enter
into one or more indemnity agreements consistent with the provisions of this Section 7.6 in favor of any Indemnitee having or potentially
having liability for any such indebtedness.




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(iii)         
Any indemnification pursuant to this Section 7.6 shall be made only out of the assets of the Partnership, and neither the
General Partner nor any Limited Partner shall have any obligation to contribute to the capital of the Partnership, or otherwise
provide funds, to enable the Partnership to fund its obligations under this Section 7.6.


(b)           
Reasonable expenses incurred by an Indemnitee who is a party to a proceeding shall be paid or reimbursed by the Partnership
in advance of the final disposition of any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative
or investigative made or threatened against an Indemnitee upon receipt by the Partnership of (i) a written affirmation by the Indemnitee
of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized
in this Section 7.6 has been met; and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall
ultimately be determined that the standard of conduct has not been met.


(c)            
The indemnification provided by this Section 7.6 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 unless otherwise provided in a written agreement pursuant
to which such Indemnities are indemnified.


(d)           
The Partnership may, but shall not be obligated to, purchase and maintain insurance, on behalf of the Indemnities and such
other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be
incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have
the power to indemnify such Person against such liability under the provisions of this Agreement.


(e)            
For purposes of this Section 7.6, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary
of an employee benefit plan whenever the performance by such Indemnitee of its duties to the Partnership also imposes duties on,
or otherwise involves services by, such Indemnitee to the plan or participants or beneficiaries of the plan; excise taxes assessed
on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning
of this Section 7.6. 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.


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


(g)           
An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.6 because the Indemnitee had
an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by
the terms of this Agreement.




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(h)           
(i)The provisions of this Section 7.6 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.


(ii)           
Any amendment, modification or repeal of this Section 7.6 or any provision hereof shall be prospective only and shall not
in any way affect the Partnership’s liability to any Indemnitee under this Section 7.6, as in effect immediately prior to
such amendment, modification, or repeal with respect to claims arising from or relating to matters occurring, in whole or in part,
prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.


(i)             
If and to the extent any payments to the General Partner pursuant to this Section 7.6 constitute gross income to the General
Partner (as opposed to the repayment of advances made on behalf of the Partnership), such amounts shall constitute guaranteed payments
within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners,
and shall not be treated as distributions for purposes of computing the Partners’ Capital Accounts.


(j)             
Notwithstanding anything to the contrary in this Agreement, the General Partner shall not be entitled to indemnification
hereunder for any loss, claim, damage, liability or expense for which the General Partner is obligated to indemnify the Partnership
under any other agreement between the General Partner and the Partnership.


		7.7	Liability of the General Partner



(a)            
Notwithstanding anything to the contrary set forth in this Agreement, neither the General Partner nor the Business Manager,
nor any of their respective officers and directors, shall be liable for monetary damages to the Partnership, any Partners or any
Assignees for losses sustained or liabilities incurred as a result of errors in judgment or mistakes of fact or law or of any act
or omission unless the General Partner or the Business Manager, as the case may be, acted in bad faith and the act or omission
was material to the matter giving rise to the loss, liability or benefit not derived.


(b)      
(i)Subject to its obligations and duties as General Partner set forth in Section 7.1(a) hereof, the General Partner
may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly
or by or through its agent, including the Business Manager.


(ii)           
The General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by
the General Partner in good faith.


(c)            
The Limited Partners expressly acknowledge that if any conflict in the fiduciary duties owed by the General Partner to its
Stockholders and by the General Partner, in its capacity as a general partner of the Partnership, to the Limited Partners or the
Special Limited Partner, the General Partner may act in the best interests of the General Partner’s Stockholders without
violating its fiduciary duties to the Limited Partners or the Special Limited Partner, and that, notwithstanding anything to the
contrary herein, the General Partner shall not be liable




    45


     


    

for monetary damages for losses sustained,
liabilities incurred, or benefits not derived by the Limited Partners or the Special Limited Partner in connection with any such
violation.


(d)           
Any amendment, modification or repeal of this Section 7.7 or any provision hereof shall be prospective only and shall not
in any way affect the limitations on the General Partner’s and its officers’ and directors’ liability to the
Partnership, the Special Limited Partner and the Limited Partners under this Section 7.7 as in effect immediately prior to such
amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior
to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.


		7.8	Other Matters Concerning the General Partner



(a)            
The General Partner may rely and shall be protected in acting, or refraining from acting, upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by
it in good faith to be genuine and to have been signed or presented by the proper party or parties.


(b)           
The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers,
architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted
to be taken in reliance upon the opinion of such Persons as to matters which such General Partner reasonably believes to be within
such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith
and in accordance with such opinion.


(c)           
(i)The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through
any of its duly authorized officers and duly appointed attorneys-in-fact.


(ii)           
Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority
to do and perform each and every act and duty which is permitted or required to be done by the General Partner hereunder.


(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 avoid the General Partner incurring any taxes under Section 857 or Section 4981 of the Code,


is expressly authorized under this Agreement and is deemed
approved by all of the Limited Partners and the Special Limited Partner.




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		7.9	Title to Partnership Assets



(a)            
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.


(b)           
(i)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.


(ii)           
The General Partner hereby declares and warrants that any Partnership asset 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.


(iii)         
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.


		7.10	Reliance by Third Parties



(a)            
Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to
assume that the General Partner has full power and authority, without consent or approval of any other Partner or Person, to encumber,
sell or otherwise use in any manner any and all assets of the Partnership and to enter into any contracts on behalf of the Partnership,
and take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as
if the General Partner were the Partnership’s sole party in interest, both legally and beneficially.


(b)           
Each Limited Partner and the Special Limited Partner hereby waive any and all defenses or other remedies which may be available
against such Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing.


(c)            
In no event shall any Person dealing with the General Partner or its representatives be obligated to ascertain that the
terms of this Agreement have been complied with or to inquire into the necessity or expediency of any act or action of the General
Partner or its representatives.


(d)           
Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or
its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that


(i)             
at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force
and effect;




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(ii)           
the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so
for and on behalf of the Partnership; and


(iii)         
such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of
this Agreement and is binding upon the Partnership.


		7.11	Loans By Third Parties



The Partnership may incur Debt, or enter
into similar credit, guarantee, financing or refinancing arrangements for any purpose (including in connection with any acquisition
of property) with any Person upon such terms as the General Partner determines appropriate.


Article
8

RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS


		8.1	Limitation of Liability



No Limited Partner shall have any liability
under this Agreement except as expressly provided in this Agreement, including Section 10.5 hereof, or under the Act.


		8.2	Management of Business



(a)            
No Limited Partner or Assignee (other than the General Partner, the Sponsor any of their Affiliates, including the Business
Manager, or any officer, director, employee, agent or trustee of the General Partner, the Partnership, the Sponsor or any of their
Affiliates, including the Business Manager, in their capacity as such) shall take part in the operation, management or control
(within the meaning of the Act) of the Partnership’s business, transact any business in the Partnership’s name or have
the power to sign documents for or otherwise bind the Partnership.


(b)           
The transaction of any such business by the General Partner, any of its Affiliates or any officer, director, employee, partner,
agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such, shall not affect,
impair or eliminate the limitations on the liability of the Limited Partners or Assignees under this Agreement.


		8.3	Outside Activities of Limited Partners



(a)            
Subject to any agreements entered into pursuant to Section 7.5 hereof and any other agreements entered into by a Limited
Partner, the Special Limited Partner, or any of their Affiliates with the Partnership or any of its Subsidiaries, any Limited Partner,
the Special Limited Partner and any officer, director, employee, agent, trustee, Affiliate or shareholder of any Limited Partner
or the Special Limited 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 that are in direct competition with the Partnership
or that are enhanced by the activities of the Partnership.




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(b)           
Neither the Partnership nor any Partners shall have any rights by virtue of this Agreement in any business ventures of any
Limited Partner, the Special Limited Partner, any Assignee or any of their Affiliates.


(c)            
No Limited Partner nor any other Person shall have any rights by virtue of this Agreement or the Partnership relationship
established hereby in any business ventures of any other Person and such Person shall have no obligation pursuant to this Agreement
to offer any interest in any such business ventures to the Partnership, any Limited Partner or any such other Person, even if such
opportunity is of a character which, if presented to the Partnership, any Limited Partner or such other Person, could be taken
by such Person.


		8.4	Return of Capital



(a)            
Except pursuant to the Exchange Rights Agreements, no Limited Partner shall be entitled to the withdrawal or return of its
Capital Contribution, except to the extent of distributions made pursuant to this Agreement or upon termination of the Partnership
as provided herein.


(b)           
Except as provided in Articles 5, 6 and 13 hereof, no Limited Partner or Assignee shall have priority over any other Limited
Partner or Assignee, either as to the return of Capital Contributions or as to profits, losses or distributions.


		8.5	Rights of Limited Partners Relating to the Partnership



(a)            
In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5(b) hereof,
each Limited Partner and the Special Limited Partner shall have the right, for a purpose reasonably related to such Person’s
interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such
Person’s own expense (including such reasonable copying and administrative charges as the General Partner may establish from
time to time):


(i)             
to obtain a copy of the most recent annual and quarterly reports filed with the Commission by the General Partner pursuant
to the Securities Exchange Act of 1934; and


(ii)           
to obtain a copy of the Partnership’s U.S. federal, state and local income tax returns for each Partnership Year.


(b)           
Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners
and the Special Limited Partner, for such period of time as the General Partner determines in its sole and absolute discretion
to be reasonable, any information that:


(i)             
the General Partner reasonably believes to be in the nature of trade secrets or other information, the disclosure of which
the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its
business; or




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(ii)           
the Partnership is required by law or by agreements with an unaffiliated third party to keep confidential.


		8.6	Exchange of Class A Units



(a)            
Subject to Sections 8.6(b), (c), (d), (e), (f) and (g) hereof, the penultimate sentence of this Section 8.6(a), and the
provisions of any agreements between the Partnership and one or more Limited Partners with respect to Class A Units held by them,
each Limited Partner holding Class A Units shall have the right (the “Class A Unit Redemption Right”) to require
the Partnership to redeem on a Specified Redemption Date all or a portion of the Class A Units held by such Limited Partner at
a redemption price equal to and in the form of the Class A Unit Redemption Amount to be paid by the Partnership; provided,
that such Class A Units (including, for the avoidance of doubt, any Class A Units issued to such Limited Partner as a result of
any merger, consolidation or other business combination or reorganization to which the Partnership or the General Partner is a
party) shall have been outstanding for at least one year (or such lesser time as determined by the General Partner in its sole
and absolute discretion), which period shall include the period that any Partnership Units that were converted into such Class
A Units were held, and subject to any restriction agreed to in writing between the Redeeming Limited Partner and the General Partner.
The Class A Unit Redemption Right shall be exercised pursuant to a written notice (the “Notice of Redemption”)
delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Class A Unit Redemption
Right (the “Redeeming Limited Partner”); provided, however, that the Partnership shall, in its sole and
absolute discretion, have the option to deliver either the Cash Amount or the Common Stock Amount; provided, further, that
the Partnership shall not be obligated to satisfy such Class A Unit Redemption Right if the General Partner elects to purchase
the Class A Units subject to the Notice of Redemption; and provided, further, that no Limited Partner may deliver more than
two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Class A Unit Redemption Right for less
than one thousand (1,000) Class A Units or, if such Limited Partner holds less than one thousand (1,000) Class A Units, all of
the Class A Units held by such Limited Partner. The Redeeming Limited Partner shall have no right, with respect to any Class A
Units so redeemed, to receive any distribution paid with respect to Class A Units if the record date for such distribution is on
or after the Specified Redemption Date.


(b)           
Notwithstanding the provisions of Section 8.6(a) hereof, a Limited Partner that exercises the Class A Unit Redemption Right
shall be deemed to have offered to sell the Class A Units described in the Notice of Redemption to the General Partner, and the
General Partner may, in its sole and absolute discretion, elect to purchase directly and acquire such Class A Units by paying to
the Redeeming Limited Partner either the Cash Amount or the Common Stock Amount, as elected by the General Partner (in its sole
and absolute discretion), on the Specified Redemption Date, whereupon the General Partner shall acquire the Class A Units offered
for redemption by the Redeeming Limited Partner and shall be treated for all purposes of this Agreement as the owner of such Class
A Units. If the General Partner shall elect to exercise its right to purchase Class A Units under this Section 8.6(b) with respect
to a Notice of Redemption, it shall so notify the Redeeming Limited Partner within five Business Days after the receipt by the
General Partner of such Notice of Redemption.




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(c)            
In the event the General Partner shall exercise its right to purchase Class A Units with respect to the exercise of a Class
A Unit Redemption Right, the Partnership shall have no obligation to pay any amount to the Redeeming Limited Partner with respect
to such Redeeming Limited Partner’s exercise of such Class A Unit Redemption Right, and each of the Redeeming Limited Partner,
the Partnership and the General Partner shall treat the transaction between the General Partner and the Redeeming Limited Partner
for U.S. federal income tax purposes as a sale of the Redeeming Limited Partner’s Class A Units to the General Partner. Each
Redeeming Limited Partner agrees to execute such documents as the General Partner may reasonably require in connection with the
issuance of Common Stock upon exercise of the Class A Unit Redemption Right.


(d)           
Notwithstanding the provisions of Sections 8.6(a) and 8.6(b) hereof, a Limited Partner shall not be entitled to exercise
the Class A Unit Redemption Right if the delivery of Common Stock to such Limited Partner on the Specified Redemption Date by the
General Partner pursuant to Section 8.6(b) hereof (regardless of whether or not the General Partner would in fact exercise its
rights under Section 8.6(b) hereof) would cause the acquisition of Common Stock by such Limited Partner to be “integrated”
with any other distribution of Common Stock or Class A Units for purposes of complying with the registration provisions of the
Securities Act. The General Partner, in its sole and absolute discretion and without the consent of any other Limited Partner or
Person, may waive the restriction on redemption set forth in this Section 8.6(d).


(e)            
Any Cash Amount to be paid to a Redeeming Limited Partner pursuant to this Section 8.6 shall be paid on the Specified Redemption
Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up
to an additional 90 days to the extent required for the General Partner to cause additional Common Stock to be issued to provide
financing to be used to make such payment of the Cash Amount. Any Common Stock Amount to be paid to a Redeeming Limited Partner
pursuant to this Section 8.6 shall be paid on the Specified Redemption Date; provided, however, that the General Partner
may elect to cause the Specified Redemption Date to be delayed for up to an additional 60 days to the extent required for the General
Partner to cause additional Common Stock to be issued. Notwithstanding the foregoing, the General Partner agrees to use its reasonable
best efforts to cause the closing of the acquisition of redeemed Class A Units hereunder to occur as quickly as reasonably possible.


(f)            
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 that apply upon a Redeeming Limited Partner’s exercise of the Class A Unit Redemption
Right. If a Redeeming Limited Partner believes that it is exempt from such withholding upon the exercise of the Class A Unit Redemption
Right, such Partner must furnish the General Partner with such supporting documentation reasonably requested by the General Partner.
If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redeeming
Limited Partner’s exercise of the Class A Unit Redemption Right and if the Class A Unit Redemption Amount equals or exceeds
the Withheld Amount, the Withheld Amount shall be treated as an amount received by such Limited Partner in redemption of its Class
A Units. If, however, the Class A Unit Redemption




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Amount is less than the Withheld Amount,
the Redeeming Limited Partner shall not receive any portion of the Class A Unit Redemption Amount, the Class A Unit Redemption
Amount shall be treated as an amount received by such Limited Partner in redemption of its Class A Units, and the Limited Partner
shall contribute the excess of the Withheld Amount over the Class A Unit Redemption Amount to the Partnership before the Partnership
is required to pay over such excess to a taxing authority.


(g)           
Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability
of the Limited Partners to exercise their Class A Unit Redemption 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 to each of
the Limited Partners.


(h)           
Any other terms, conditions and restrictions with respect to such a redemption will be contained in an exchange rights agreement
among the General Partner, the Partnership and one or more Limited Partners (as amended from time to time, the “Exchange
Rights Agreement”). The form of the Exchange Rights Agreement governing the redemption of Class A Units hereafter shall
be determined by the General Partner.


(i)             
The Limited Partners and all successors, assignees and transferees (whether by operation of law, including by merger or
consolidation, dissolution or liquidation of an entity that is a Limited Partner, or otherwise) shall be bound by the provisions
of the Exchange Rights Agreement to which they are parties.


		8.7	Conversion and Exchange of the Special Limited Partner Interest.



(a)            
Conversion. At such time as the Special Limited Partner is entitled to the Listing Promote, a Termination Promote
or the Investment Liquidity Promote, the Special Limited Partner shall have the right, but not the obligation, to contribute the
entire Special Limited Partner Interest to the Partnership in exchange for Class A Units in a transaction intended to qualify as
a contribution of property pursuant to Section 721 of the Code. The Special Limited Partner shall notify the General Partner of
its intention to contribute its Special Limited Partner Interest in exchange for Class A Units as soon as reasonably practicable
after learning of the event that will give rise to its right to receive the Listing Promote, Termination Promote or Investment
Liquidity Promote. The number of Class A Units issuable upon a conversion of the Special Limited Partner Interest shall be equal
to the quotient of (i) the Listing Promote, Termination Promote or Investment Liquidity Promote, as the case may be, divided
by (ii) the product of (A) the Value of one share of Class A Common Stock multiplied by (B) the Exchange Factor. The
Special Limited Partner covenants and agrees with the Partnership that the Special Limited Partner Interest shall be free and clear
of all liens. The conversion of all or a portion of the Special Limited Partner Interest shall occur automatically after the close
of business on the applicable date of conversion, as of which time the Special Limited Partner shall be credited on the books and
records of the Partnership with the issuance as of the opening of business on the next day of the number of Class A Units issuable
upon such conversion.




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(b)           
Exchange. Class A Units issuable upon a conversion of the Special Limited Partner Interest as set forth in this Section
8.7 shall be exchangeable for cash or, at the option of the Partnership, for shares of Common Stock pursuant to Section 8.6; provided,
that such Class A Units (including, for the avoidance of doubt, any Class A Units issued to the Special Limited Partner as a result
of any merger, consolidation or other business combination or reorganization to which the Partnership or the General Partner is
a party) shall have been outstanding for at least two years (or such lesser time as determined by the General Partner in its sole
and absolute discretion), which period shall include the period that the Special Limited Partner held the Special Limited Partner
Interest prior to its conversion to Class A Units pursuant to Section 8.7(a).


Article
9

BOOKS, RECORDS, ACCOUNTING AND REPORTS


		9.1	Records and Accounting



(a)            
The General Partner shall keep or cause to be kept at the principal office of the Partnership those records and documents
required to be maintained by the Act and other books and records deemed by the General Partner to be appropriate with respect to
the Partnership’s business, including all books and records necessary for the General Partner to comply with applicable REIT
Requirements and to provide to the Limited Partners and the Special Limited Partner any information, lists and copies of documents
required to be provided pursuant to Sections 8.5(a) and 9.3 hereof.


(b)           
Any records maintained by or on behalf of the Partnership in the regular course of its business may be kept on, or be in
the form of, punch cards, magnetic tape, photographs, micrographics or any other information storage device, provided that the
records so maintained are convertible into clearly legible written form within a reasonable period of time.


(c)            
The books of the Partnership shall be maintained, for financial and tax reporting purposes, on an accrual basis in accordance
with generally accepted accounting principles, or such other basis as the General Partner determines to be necessary or appropriate.


		9.2	Fiscal Year



The fiscal year of the Partnership shall
be the calendar year.


		9.3	Reports



(a)            
As soon as practicable, but in no event later than the date on which the General Partner mails its annual report to its
Stockholders, the General Partner shall cause to be mailed to each Limited Partner and the Special Limited Partner as of the close
of the Partnership Year, an annual report containing financial statements of the Partnership, or of the General Partner, if such
statements are prepared on a consolidated basis with the Partnership, for such Partnership Year, presented in accordance with the
standards of the Public Accounting Oversight Board (United States), such statements to be audited by a nationally recognized firm
of independent public accountants selected by the General Partner in its sole discretion.




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(b)           
If and to the extent that the General Partner mails quarterly reports to its Stockholders, then as soon as practicable,
but in no event later than the date such reports are mailed, the General Partner shall cause to be mailed to each Limited Partner
and the Special Limited Partner a report containing unaudited financial statements as of the last day of the calendar quarter of
the Partnership, or of the General Partner, if such statements are prepared on a consolidated basis with the Partnership, and such
other information as may be required by applicable law or regulation, or as the General Partner determines to be appropriate.


(c)            
Notwithstanding the foregoing, the General Partner may deliver to the Limited Partners and the Special Limited Partner each
of the reports described above, as well as any other communications that it may provide hereunder, by e-mail or by any other electronic
means.


Article
10

TAX MATTERS


		10.1	Preparation of Tax Returns



(a)            
The General Partner shall arrange for the preparation and timely filing of all returns of Partnership income, gains, deductions,
losses and other items required of the Partnership for federal and state income tax purposes and shall use all reasonable efforts
to furnish, within ninety (90) days of the close of each taxable year, the tax information reasonably required by the Limited Partners
and the Special Limited Partner for U.S. federal and state income tax reporting purposes. The federal income tax return of the
Partnership shall be filed annually on IRS Form 1065 (or such other successor form) or on any other IRS form as may be required.


(b)           
If required under the Code or applicable state or local income tax law, the General Partner shall also arrange for the preparation
and timely filing of all returns of income, gains, deductions, losses and other items required of the Subsidiaries of the Partnership
for federal and state income tax purposes and shall use all reasonable efforts to furnish, within ninety (90) days of the close
of each taxable year, the tax information reasonably required by the Limited Partners and the Special Limited Partner for U.S.
federal and state income tax reporting purposes.


		10.2	Tax Elections



(a)            
Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to
make any available election pursuant to the Code.


(b)           
The General Partner shall elect a permissible method (which need not be the same method for each item or property) of eliminating
the disparity between the Gross Asset Value and the tax basis for each item of property contributed to the Partnership or to a
Subsidiary of the Partnership pursuant to the Regulations promulgated under the provisions of Section 704(c) of the Code.


(c)            
The General Partner shall have the right to seek to revoke any tax election it makes, including the election under Section
754 of the Code, upon the General Partner’s




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determination, in its sole and absolute
discretion, that such revocation is in the best interests of the Partners.


(d)           
The Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor
Election”) to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation Section 1.83-3(1)
and the Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when
such proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”),
apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to
the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor
Interests”). The tax matters partner is authorized and directed to execute and file the Safe Harbor Election on behalf
of the Partnership and the Partners if and when the Safe Harbor Election becomes available. The Partnership and the Partners (including
any person to whom an interest in the Partnership is transferred in connection with the performance of services) hereby agree to
comply with all requirements of the Safe Harbor (including forfeiture allocations) with respect to all Safe Harbor Interests and
to prepare and file all U.S. federal income tax returns reporting the tax consequences of the issuance and vesting of Safe Harbor
Interests consistent with such final Safe Harbor guidance. The General Partner is authorized to take such actions as are necessary
to achieve, under the Safe Harbor, the effect that the election and compliance with all requirements of the Safe Harbor referred
to above would be intended to achieve under Proposed Treasury Regulation Section 1.83-3, including amending this Agreement.


		10.3	Tax Matters Partner



(a)           
(i)The General Partner shall be the “tax matters partner” of the Partnership for U.S. federal income tax
purposes.


(ii)           
Pursuant to Section 6230(e) of the Code, upon receipt of notice from the IRS of the beginning of an administrative proceeding
with respect to the Partnership, the tax matters partner shall furnish the IRS with the name, address, taxpayer identification
number, and profit interest of each of the Limited Partners, the Special Limited Partner and the Assignees; provided, however,
that such information is provided to the Partnership by the Limited Partners, the Special Limited Partner and the Assignees.


(iii)         
The tax matters partner is authorized, but not required:


(A)          
to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment
of Partnership items required to be taken into account by a Partner (including the Special Limited Partner) for income tax purposes
(such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to
as “judicial review”), and in the settlement agreement the tax matters partner may expressly state that such agreement
shall bind all Partners (including the Special Limited Partner), except that such settlement agreement shall not bind any Partner
or the Special Limited Partner




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(1)           
who (within the time prescribed pursuant to the Code and Regulations) files a statement with the IRS providing that the
tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or the Special
Limited Partner; or


(2)           
who is a “notice partner” (as defined in Section 6231(a)(8) of the Code) or a member of a “notice group”
(as defined in Section 6223(b)(2) of the Code);


(B)          
if a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account
by a Partner or the Special Limited Partner for tax purposes (a “final adjustment”) is mailed to the tax matters partner,
to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court or the
filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district
in which the Partnership’s principal place of business is located;


(C)          
to intervene in any action brought by any other Partner or the Special Limited Partner for judicial review of a final adjustment;


(D)          
to file a request for an administrative adjustment with the IRS and, if any part of such request is not allowed by the IRS,
to file an appropriate pleading (petition or complaint) for judicial review with respect to such request;


(E)           
to enter into an agreement with the IRS to extend the period for assessing any tax which is attributable to any item required
to be taken account of by a Partner or the Special Limited Partner for tax purposes, or an item affected by such item; and


(F)           
to take any other action on behalf of the Partners, the Special Limited Partner or the Partnership in connection with any
tax audit or judicial review proceeding to the extent permitted by applicable law or regulations.


The taking of any action and the incurring of any expense
by the tax matters partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole
and absolute discretion of the tax matters partner and the provisions relating to indemnification of the General Partner set forth
in Section 7.6 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such.


(b)           
(i)The tax matters partner shall receive no compensation for its services.


(ii)           
All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal
and accounting fees and expenses) shall be borne by the Partnership.




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(iii)         
Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters
partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.


		10.4	Organizational Expenses



The Partnership shall elect to deduct
expenses, if any, incurred by it in organizing the Partnership ratably over a one hundred eighty (180) month period as provided
in Section 709 of the Code.


		10.5	Withholding



(a)            
Each Limited Partner and the Special Limited Partner hereby authorizes the Partnership to withhold from, or pay on behalf
of or with respect to, such Limited Partner or the Special Limited Partner any amount of U.S. federal, state, local, or foreign
taxes that the General Partner determines that the Partnership is required to withhold or pay with respect to any amount distributable
or allocable to such Limited Partner or the Special Limited Partner pursuant to this Agreement, including any taxes required to
be withheld or paid by the Partnership pursuant to Sections 1441, 1442, 1445, or 1446 of the Code.


(b)           
(i)Any amount paid on behalf of or with respect to a Limited Partner or the Special Limited Partner shall constitute
a loan by the Partnership to such Limited Partner or the Special Limited Partner, which loan shall be repaid by such Limited Partner
or the Special Limited Partner as the case may be within fifteen (15) days after notice from the General Partner that such payment
must be made unless


(A)          
the Partnership withholds such payment from a distribution which would otherwise be made to the Limited Partner or the Special
Limited Partner; or


(B)          
the General Partner determines, in its sole and absolute discretion, that such payment may be satisfied out of the available
funds of the Partnership which would, but for such payment, be distributed to the Limited Partner or the Special Limited Partner.


(ii)           
Any amounts withheld pursuant to the foregoing clauses (i)(A) or (B) shall be treated as having been distributed to the
Limited Partner or the Special Limited Partner.


(c)           
(i)Each Limited Partner and the Special Limited Partner hereby unconditionally and irrevocably grant to the Partnership
a security interest in such Limited Partner’s Partnership Interest and such Special Limited Partner’s Special Limited
Partner Interest, as the case may be, to secure such Limited Partner’s or Special Limited Partner’s obligation to pay
to the Partnership any amounts required to be paid pursuant to this Section 10.5.


(ii)         
(A)If a Limited Partner or the Special Limited Partner fails to pay when due any amounts owed to the Partnership pursuant
to this Section 10.5, the General Partner may, in its sole and absolute discretion, elect to make the




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payment to the Partnership on behalf
of such defaulting Limited Partner or the Special Limited Partner, and in such event shall be deemed to have loaned such amount
to such defaulting Limited Partner or the Special Limited Partner and shall succeed to all rights and remedies of the Partnership
as against such defaulting Limited Partner or the Special Limited Partner.


(B)          
Without limitation, in such event, the General Partner shall have the right to receive distributions that would otherwise
be distributable to such defaulting Limited Partner or the Special Limited Partner until such time as such loan, together with
all interest thereon, has been paid in full, and any such distributions so received by the General Partner shall be treated as
having been distributed to the defaulting Limited Partner or the Special Limited Partner and immediately paid by the defaulting
Limited Partner or the Special Limited Partner to the General Partner in repayment of such loan.


(iii)         
Any amount payable by a Limited Partner or the Special Limited Partner hereunder shall bear interest at the highest base
or prime rate of interest published from time to time by The Wall Street Journal, plus four (4) percentage points, but in no event
higher than the maximum lawful rate of interest on such obligation, such interest to accrue from the date such amount is due (i.e.,
fifteen (15) days after demand) until such amount is paid in full.


(iv)         
Each Limited Partner or the Special Limited Partner shall take such actions as the Partnership or the General Partner shall
request in order to perfect or enforce the security interest created hereunder.


Article
11

TRANSFERS AND WITHDRAWALS


		11.1	Transfer



(a)           
(i)The term “Transfer,” when used in this Article 11 with respect to a Partnership Interest or a Partnership
Unit, shall be deemed to refer to a transaction by which the General Partner purports to assign all or any part of its General
Partner Interest to another Person, or a Limited Partner purports to assign all or any part of its Limited Partner Interest to
another Person, and includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition
by law or otherwise.


(ii)           
The term “Transfer” when used in this Article 11 does not include any exchange of Partnership Units for cash
or Common Stock pursuant to the Exchange Rights Agreement.


(b)           
(i)No Partnership Interest shall be Transferred, in whole or in part, except in accordance with the terms and conditions
set forth in this Article 11.


(ii)           
Any Transfer or purported Transfer of a Partnership Interest not made in accordance with this Article 11 shall be null and
void.




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		11.2	Transfer of the General Partner’s General Partner Interest



(a)            
The General Partner may not Transfer any of its General Partner Interest or withdraw as General Partner, or Transfer any
of its Limited Partner Interest, except


(i)             
if holders of at least two-thirds of the Limited Partner Interests consent to such Transfer or withdrawal;


(ii)           
if such Transfer is to an entity which is wholly owned by the General Partner and is a Qualified REIT Subsidiary as defined
in Section 856(i) of the Code; or


(iii)         
in connection with a transaction described in Section 11.2(c) or 11.2(d) (as applicable)


(b)           
If the General Partner withdraws as general partner of the Partnership in accordance with Section 11.2(a), the General Partner’s
General Partner Interest shall immediately be converted into a Limited Partner Interest.


(c)            
Except as otherwise provided in Section 11.2(d), the General Partner shall not engage in any merger, consolidation or other
combination of the General Partner with or into another Person (other than a merger in which the General Partner is the surviving
entity) or sale of all or substantially all of its assets, or any reclassification, or any recapitalization of outstanding Common
Stock (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination of Common
Stock) (a “Transaction”), unless


(i)             
in connection with the Transaction all Limited Partners will either receive, or will have the right to elect to receive,
for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Exchange Factor and the
amount of cash, securities or other property or value paid in the Transaction to or received by a holder of one share of Common
Stock corresponding to such Partnership Unit in consideration of one share of Common Stock at any time during the period from and
after the date on which the Transaction is consummated; provided, however, 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 Common Stock, each holder of Partnership Units shall be given the option to exchange its Partnership Units
for the 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 Common Stock received upon exercise of the Exchange Right immediately
prior to the expiration of the Offer.


The foregoing is not intended to,
and does not, affect the ability of (i) a Stockholder of the General Partner to sell its stock in the General Partner or (ii) the
General Partner to perform its obligations (under agreement or otherwise) to such




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Stockholders (including the fulfillment
of any obligations with respect to registering the sale of stock under applicable securities laws).


(d)           
(i)Notwithstanding Section 11.2(c), the General Partner may merge into or consolidate with another entity if immediately
after such merger or consolidation


(A)          
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 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


(B)          
the Surviving General Partner expressly agrees to assume all obligations of the General Partner hereunder.


(ii)           
(A)Upon such contribution and assumption, the Surviving General Partner shall have the right and duty to amend this
Agreement and the Exchange Rights Agreement as set forth in this Section 11.2(d).


(B)          
(1)The Surviving General Partner shall in good faith arrive at a new method for the calculation of the Exchange 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.


(2)           
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 Common Stock or options, warrants or other rights relating
thereto, and which a holder of Partnership Units could have acquired had such Partnership Units been redeemed for Common Stock
immediately prior to such merger or consolidation.


(C)          
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 Exchange Factor.


(iii)         
The above provisions of this Section 11.2(d) shall similarly apply to successive mergers or consolidations permitted hereunder.


		11.3	Limited Partners’ Rights to Transfer



(a)            
Subject to the provisions of Sections 11.3(c), 11.3(d), 11.3(e), 11.4 and 11.6, a Limited Partner may, without the consent
of the General Partner, Transfer all or any portion of its Limited Partner Interest, or any of such Limited Partner’s economic
right as a Limited Partner. In order to effect such transfer, the Limited Partner must deliver to the General Partner a duly executed
copy of the instrument making such transfer and such instrument must




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evidence the written acceptance by the
assignee of all of the terms and conditions of this Agreement and represent that such assignment was made in accordance with all
applicable laws and regulations.


(b)           
(i)If a Limited Partner is Incapacitated, the executor, administrator, trustee, committee, guardian, conservator or
receiver of such Limited Partner’s estate shall have all of the rights of a Limited Partner, but not more rights than those
enjoyed by other Limited Partners, for the purpose of settling or managing the estate and such power as the Incapacitated Limited
Partner possessed to Transfer all or any part of his or its interest in the Partnership.


(ii)           
The Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership.


(c)            
The General Partner may prohibit any Transfer by a Limited Partner of its Partnership Units if it reasonably believes (based
on the advice of counsel) such Transfer would require filing of a registration statement under the Securities Act of 1933, as amended,
or would otherwise violate any federal or state securities laws or regulations applicable to the Partnership or the Partnership
Units.


(d)           
No Transfer by a Limited Partner of its Partnership Units may be made to any Person if


(i)             
it would adversely affect the ability of the General Partner to continue to qualify as a REIT or would subject the General
Partner to any additional taxes under Section 857 or Section 4981 of the Code;


(ii)           
it would result in the Partnership being treated as an association taxable as a corporation for U.S. federal income tax
purposes;


(iii)         
such Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA,
a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in
Section 4975(c) of the Code);


(iv)         
such Transfer would, in the opinion of legal counsel for the Partnership, cause any portion of the assets of the Partnership
to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101;


(v)           
such Transfer would subject the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors
Act of 1940 or ERISA, each as amended;


(vi)         
such Transfer is a sale or exchange, and such sale or exchange would, when aggregated with all other sales and exchanges
during the 12-month period ending on the date of the proposed Transfer, result in 50% or more of the interests in Partnership capital
and profits being sold or exchanged during such 12-month period without the consent of the General Partner, which consent may be
withheld in its sole and absolute discretion; or




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(vii)       
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.


(e)            
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 Section 1.752-4(b) of the Regulations) to any lender to the Partnership whose loan constitutes a nonrecourse liability
(within the meaning of Section 1.752-1(a)(2) of the Regulations), without the consent of the General Partner, which may be withheld
in its sole and absolute discretion; provided, however, 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 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.


(f)            
Any Transfer in contravention of any of the provisions of this Section 11.3 shall be void and ineffectual and shall not
be binding upon, or recognized by, the Partnership.


		11.4	Substituted Limited Partners



(a)           
(i)No Limited Partner shall have the right to substitute a Permitted Transferee for a Limited Partner in its place.


(ii)           
The General Partner shall, however, have the right to consent to the admission of a Permitted Transferee of the Partnership
Interest of a Limited Partner pursuant to this Section 11.4 as a Substituted Limited Partner, which consent may be given or withheld
by the General Partner in its sole and absolute discretion.


(iii)         
The General Partner’s failure or refusal to permit such transferee to become a Substituted Limited Partner shall not
give rise to any cause of action against the Partnership or any Partner.


(b)           
A transferee who has been admitted as a Substituted Limited Partner in accordance with this Article 11 shall have all the
rights and powers and be subject to all the restrictions and liabilities of a Limited Partner under this Agreement.


(c)           
(i)No Permitted Transferee will be admitted as a Substituted Limited Partner, unless such transferee has furnished to
the General Partner evidence of acceptance in form satisfactory to the General Partner of all of the terms and conditions of this
Agreement and, as it relates to the Substituted Limited Partners, the Exchange Rights Agreement, including the power of attorney
granted in Section 2.4 hereof.


(ii)           
Upon the admission of a Substituted Limited Partner, the General Partner shall amend Exhibit A to reflect the name,
address, number of Partnership Units, and Percentage Interest of such Substituted Limited Partner, and to eliminate or adjust,
if necessary, the name, address and interest of the predecessor of such Substituted Limited Partner.




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		11.5	Assignees



(a)            
If the General Partner, in its sole and absolute discretion, does not consent to the admission of any transferee as a Substituted
Limited Partner, as described in Section 11.4(a), such transferee shall be considered an Assignee for purposes of this Agreement.


(b)           
An Assignee shall be deemed to have had assigned to it, and shall be entitled to receive distributions from the Partnership
and the share of Net Income, Net Losses, Net Property Gain, Net Property Loss, and any other items of gain, loss, deduction or
credit of the Partnership attributable to the Partnership Units assigned to such transferee, but shall not be deemed to be a holder
of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any
matter presented to the Limited Partners, for a vote (such Partnership Units being deemed to have been voted on such matter in
the same proportion as all other Partnership Units held by Limited Partners are voted).


(c)            
If any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject
to all of the provisions of this Article 11 to the same extent and in the same manner as any Limited Partner desiring to make an
assignment of Partnership Units.


		11.6	General Provisions



(a)            
No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited
Partner’s Partnership Units in accordance with this Article 11 or, as it relates to the Limited Partners, pursuant to exchange
of all of its Partnership Units pursuant to the applicable Exchange Rights Agreement.


(b)           
(i)Any Limited Partner which shall Transfer all of its Partnership Units in a Transfer permitted pursuant to this Article
11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners.


(ii)           
Similarly, any Limited Partner which shall Transfer all of its Partnership Units pursuant to an exchange of all of its Partnership
Units pursuant to an Exchange Rights Agreement shall cease to be a Limited Partner.


(c)            
Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this
Article 11 may only be made as of the first day of a fiscal quarter of the Partnership.


(d)           
(i)If any Partnership Interest is transferred or assigned during the Partnership’s fiscal year in compliance with
the provisions of this Article 11 or exchanged pursuant to the applicable Exchange Rights Agreement on any day other than the first
day of a Partnership Year, then Net Income, Net Losses, Net Property Gain, Net Property Loss, each item thereof and all other items
attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee
Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code,
using the interim closing of the books method or such other method permitted by the Code as the General Partner may select.




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(ii)           
Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment
occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange occurs
shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions
relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate.


(iii)         
All distributions pursuant to Section 5.1(a) and Section 5.1(b) attributable to Partnership Units, with respect to which
the Partnership Record Date is before the date of such Transfer, assignment, or exchange of such Partnership Units, shall be made
to the transferor Partner or the exchanging Partner, as the case may be, and in the case of a Transfer or assignment other than
an exchange, all distributions pursuant to Section 5.1(a) and Section 5.1(b) thereafter attributable to such Partnership Units
shall be made to the transferee Partner.


(e)            
In addition to any other restrictions on transfer herein contained, including the provisions of this Article 11, in no event
may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the
express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right,
power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership
Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership
Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership
for U.S. federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held
by all Limited Partners or pursuant to a transaction expressly permitted under Section 11.2); (v) if in the opinion of counsel
to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified
as a partnership for U.S. federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units
held by all Limited Partners or pursuant to a transaction expressly permitted under Section 11.2); (vi) if such transfer requires
the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if 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 or such transfer causes the Partnership to become a “publicly
traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided, however,
that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under
Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that,
in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly
traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability
of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which
opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer 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, if the General Partner has elected to be qualified as a REIT.




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(f)            
The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being
traded on an “established securities market” or a “secondary market (or the substantial equivalent thereof)”
within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership
being unable to qualify for at least one of the “safe harbors” set forth in Section 1.7704-1 of the Regulations (or
such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily
tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the
“PTP Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent
any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided
herein, to insure that at least one of the PTP Safe Harbors is met; provided, however, that the foregoing shall not authorize the
General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right
in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel
provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant
risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation
for U.S. federal income tax purposes.


Article
12

ADMISSION OF PARTNERS


		12.1	Admission of Successor General Partner



(a)           
(i)A successor to all of the General Partner Interest pursuant to Article 11 hereof who is proposed to be admitted as
a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately following such transfer
and the admission of such successor General Partner as a general partner of the Partnership upon the satisfaction of the terms
and conditions set forth in Section 12.1(b).


(ii)           
Any such transferee shall carry on the business of the Partnership without dissolution.


(b)           
A Person shall be admitted as a substitute or successor General Partner of the Partnership only if the following terms and
conditions are satisfied:


(i)             
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;


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




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(iii)         
counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel as may be necessary)
that the admission of the person to be admitted as a substitute or additional General Partner is in conformity with the Act, that
none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause


(A)          
the Partnership to be classified other than as a partnership for federal income tax purposes, or


(B)          
the loss of any Limited Partner’s limited liability.


(c)            
In the case of such admission on any day other than the first day of a Partnership Year, all items attributable to the General
Partner Interest for such Partnership Year shall be allocated between the transferring General Partner and such successor as provided
in Section 11.6(d) hereof.


		12.2	Admission of Additional Limited Partners



(a)            
A Person who makes a Capital Contribution to the Partnership in accordance with this Agreement shall be admitted to the
Partnership as an Additional Limited Partner 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
and the applicable Exchange Rights Agreement, including the power of attorney granted in Section 2.4 hereof, and


(ii)           
such other documents or instruments as may be required in the discretion of the General Partner in order to effect such
Person’s admission as an Additional Limited Partner.


(b)           
(i)Notwithstanding anything to the contrary in this Section 12.2, no Person shall be admitted as an Additional Limited
Partner without the consent of the General Partner, which consent may be given or withheld in the General Partner’s sole
and absolute discretion.


(ii)           
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.


(c)           
(i)If any Additional Limited Partner is admitted to the Partnership on any day other than the first day of a Partnership
Year, then Net Income, Net Losses, Net Property Gain, Net Property Loss, each item thereof and all other items allocable among
Partners and Assignees for such Partnership Year shall be allocated among such Additional Limited Partner and all other Partners
and Assignees by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the
Code, using the interim closing of the books method or such other method permitted by the Code as the General Partner may select.




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(ii)           
(A)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 of the Partners and Assignees, including such Additional Limited
Partner.


(B)          
distributions pursuant to Section 5.1(a) and Section 5.1(b) with respect to which the Partnership Record Date is before
the date of such admission shall be made solely to Partners and Assignees, other than the Additional Limited Partner, and all distributions
pursuant to Section 5.1(a) and Section 5.1(b) thereafter shall be made to all of the Partners and Assignees, including such Additional
Limited Partner.


		12.3	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 of Exhibit A)
and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of
attorney granted pursuant to Section 2.4 hereof.


Article
13

DISSOLUTION, LIQUIDATION AND TERMINATION


		13.1	Dissolution



(a)            
The Partnership shall not be dissolved by the admission of Substituted Limited Partners, Additional Limited Partners or
by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal of the General
Partner, any successor General Partner shall continue the business of the Partnership.


(b)           
The Partnership shall dissolve, and its affairs shall be wound up, only upon the first to occur of any of the following
(each, a “Liquidating Event”):


(i)             
the expiration of its term as provided in Section 2.5 hereof;


(ii)           
an event of withdrawal of the General Partner, as defined in the Act (other than an event of bankruptcy), unless, within
ninety (90) days after such event of withdrawal, a “majority in interest” (as defined below) of the remaining Partners
Consent in writing to continue the business of the Partnership and to the appointment, effective as of the date of withdrawal,
of a successor General Partner;


(iii)         
an election to dissolve the Partnership made by the General Partner, with the Consent of the Limited Partners holding at
least a majority of the Percentage Interest of the Limited Partners (including Limited Partner Interests held by the General Partner);




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(iv)         
entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Act;


(v)           
a Capital Transaction;


(vi)         
a final and non-appealable judgment is entered by a court of competent jurisdiction ruling that the General Partner is bankrupt
or insolvent, or a final and non-appealable order for relief is entered by a court with appropriate jurisdiction against the General
Partner, in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect, unless prior to the
entry of such order or judgment a “majority in interest” (as defined below) of the remaining Partners Consent in writing
to continue the business of the Partnership and to the appointment, effective as of a date prior to the date of such order or judgment,
of a substitute General Partner.


As used herein, a “majority in
interest” shall refer to Partners (excluding the General Partner) who hold more than fifty percent (50%) of the outstanding
Percentage Interests not held by the General Partner.


		13.2	Winding Up



(a)                
(i)Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up
its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners.


(ii)           
No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the
Partnership’s business and affairs.


(iii)         
The General Partner, or, if there is no remaining General Partner, any Person elected by the Limited Partners holding at
least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”),
shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s
liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair
value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common
stock or other securities of the General Partner) shall be applied and distributed in the following order:


(A)          
First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the
Partners;


(B)          
Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner;


(C)          
Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and


(D)          
the balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital
Accounts in accordance with




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their respective positive Capital Account
balances after giving effect to all allocations in Exhibit B and all prior distributions under Section 5.1.


(iv)         
The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13.


(v)           
Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which
the liquidation occurs (or, if later, within 90 days after the date of the liquidation).


(b)                
(i)Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership,
but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines
that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners
(including the Special Limited Partner), the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the
liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including
the Special Limited Partner, as creditors) or distribute to the Partners (including the Special Limited Partner), in lieu of cash,
as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets
as the Liquidator deems not suitable for liquidation.


(ii)           
Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in
kind are in the best interests of the Partners (including the Special Limited Partner), and shall be subject to such conditions
relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements
governing the operation of such properties at such time.


(iii)         
The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of
valuation as it may adopt.


(c)            
In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General
Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be:


(A)          
distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited
Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent
or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership;
the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner
from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust
by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner
pursuant to this Agreement; or




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(B)          
withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect
the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts
shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority
set forth in Section 13.2(a), as soon as practicable.


		13.3	No Obligation to Contribute Deficit



If any Partner or the Special Limited
Partner has a deficit balance in his Capital Account (after giving effect to all contributions, distributions and allocations for
all taxable years, including the year during which such liquidation occurs), such Partner and the Special Limited Partner shall
have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall
not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever.


		13.4	Rights of Limited Partners



(a)            
Except as otherwise provided in this Agreement, each Limited Partner shall look solely to the assets of the Partnership
for the return of its Capital Contributions and shall have no right or power to demand or receive property other than cash from
the Partnership.


(b)           
Except as otherwise provided in this Agreement, no Limited Partner shall have priority over any other Partner as to the
return of its Capital Contributions, distributions, or allocations.


		13.5	Notice of Dissolution



If a Liquidating Event occurs or an event
occurs that would, but for the provisions of an election or objection by one or more Partners pursuant to Section 13.1, result
in a dissolution of the Partnership, the General Partner shall, within thirty (30) days thereafter, provide written notice thereof
to each of the Partners (including the Special Limited Partner).


		13.6	Termination of Partnership and Cancellation of Certificate of Limited Partnership



Upon the completion of the liquidation
of the Partnership’s assets, as provided in Section 13.2 hereof, the Partnership shall be terminated, a certificate of cancellation
shall be filed, and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the state
of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.


		13.7	Reasonable Time for Winding-Up



A reasonable time shall be allowed for
the orderly winding-up of the business and affairs of the Partnership and the liquidation of its assets pursuant to Section 13.2
hereof in order to minimize any losses otherwise attendant upon such winding-up, and the provisions of this Agreement shall remain
in effect among the Partners (including the Special Limited Partner) during the period of liquidation.




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		13.8	Waiver of Partition



Each Partner hereby waives any right
to partition of the Partnership property.


Article
14

AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS


		14.1	Amendments



(a)            
The General Partner shall have the power, without the consent of the Limited Partners or the Special Limited Partner, to
amend this Agreement except as set forth in Section 14.1(b) hereof. The General Partner shall provide notice to the Limited Partners
and the Special Limited Partner when any action under this Section 14.1(a) is taken in the next regular communication to the Limited
Partners.


(b)           
Notwithstanding Section 14.1(a) hereof, this Agreement shall not be amended with respect to:


(i)             
any Partner, including the Special Limited Partner, adversely affected without the Consent of such Partner adversely affected
if such amendment would:


(A)          
convert a Limited Partner’s or the Special Limited Partner’s interest in the Partnership into a General Partner
Interest;


(B)          
modify the limited liability of a Limited Partner or the Special Limited Partner in a manner adverse to such Limited Partner
or the Special Limited Partner; or


(C)          
amend this Section 14.1(b)(i);


(ii)           
any Limited Partner adversely affected without the Consent of Limited Partners holding more than fifty percent (50%) of
the outstanding Percentage Interests of the Limited Partners adversely affected if such amendment would:


(A)          
alter or change Exchange Rights;


(B)          
create an obligation to make Capital Contributions not contemplated in this Agreement;


(C)          
alter or change the terms of this Agreement or the Exchange Rights Agreement regarding the rights of the limited partners
with respect to Business Combinations;


(D)          
alter or change the distribution and liquidation rights provided in Section 5 and 13 hereto, except as otherwise permitted
under this Agreement; or


(E)           
amend this Section 14.1(b)(ii).




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(c)            
Section 14.1(b)(i) does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective
against all Partners adversely affected.


(d)       Notwithstanding
Section 14.1(a) hereof, no provision of this Agreement shall be amended or modified without the Special Limited Partner’s
prior written consent if such amendment or modification (i) relates to the distributions, allocations or other rights and privileges
of the Special Limited Partner or (ii) would amend this Section 14.1(d).


		14.2	Meetings of the Partners



(a)            
(i)Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General
Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests.


(ii)           
The request shall state the nature of the business to be transacted.


(iii)         
Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior
to the date of such meeting.


(iv)         
Partners may vote in person or by proxy at such meeting.


(v)           
Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent
may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a).


(vi)         
Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests
held by Partners (including the General Partner) shall control.


(b)           
(i)Subject to Section 14.2(a)(vi), any action required or permitted to be taken at a meeting of the Partners may be
taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests
of the Partners (or such other percentage as is expressly required by this Agreement).


(ii)           
Such Consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a
majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement).


(iii)         
Such Consent shall be filed with the General Partner.


(iv)         
An action so taken shall be deemed to have been taken at a meeting held on the effective date of the Consent as certified
by the General Partner.


(c)           
(i)Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited
Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting.




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(ii)           
Every proxy must be signed by the Partner or an attorney-in-fact and a copy thereof delivered to the Partnership.


(iii)         
No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the
proxy.


(iv)         
Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective upon the General
Partner’s receipt of written notice of such revocation from the Partner executing such proxy.


(d)           
(i)Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner
may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate.


(ii)           
Meetings of Partners may be conducted in the same manner as meetings of the Stockholders of the General Partner and may
be held at the same time, and as part of, meetings of the Stockholders of the General Partner.


Article
15

GENERAL PROVISIONS


		15.1	Addresses and Notice



Any notice, demand, request or report
required or permitted to be given or made to a Partner, the Special Limited Partner, Indemnitee or Assignee under this Agreement
shall be in writing and shall be deemed given or made when delivered in person or five days after being sent by first class United
States mail or by overnight delivery or via facsimile to the Partner or Assignee at the address set forth in Exhibit A or
such other address of which the Partner shall notify the General Partner in writing. Notwithstanding the foregoing, the General
Partner may elect to deliver any such notice, demand, request or report by E-mail or by any other electronic means, in which case
such communication shall be deemed given or made one day after being sent.


		15.2	Titles and Captions



All article or section titles or captions
in this Agreement are for convenience of reference only, shall not be deemed part of this Agreement and shall in no way define,
limit, extend or describe the scope or intent of any provisions hereof. Except as specifically provided otherwise, references to
“Articles” and “Sections” are to Articles and Sections of this Agreement.


		15.3	Pronouns and Plurals



Whenever the context may require, any
pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns,
pronouns and verbs shall include the plural and vice versa.




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		15.4	Further Action



The parties shall execute and deliver
all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the
purposes of this Agreement.


		15.5	Binding Effect



This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and
permitted assigns.


		15.6	Creditors



Other than as expressly set forth herein
with respect to the Indemnities, none of the provisions of this Agreement shall be for the benefit of, or shall be enforceable
by, any creditor of the Partnership.


		15.7	Waiver



No failure by any party to insist upon
the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent
upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.


		15.8	Counterparts



This Agreement may be executed (including
by facsimile transmission) with counterpart signature pages or in counterparts, all of which together shall constitute one agreement
binding on all of the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart.
Each party shall become bound by this Agreement immediately upon affixing its signature hereto.


		15.9	Applicable Law



This Agreement shall be construed and
enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of
laws thereof.


		15.10	Invalidity of Provisions



If any provision of this Agreement is
or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not be affected thereby.


		15.11	Entire Agreement



This Agreement contains the entire understanding
and agreement among the Partners with respect to the subject matter hereof and supersedes any other prior written or oral understandings
or agreements among them with respect thereto.




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		15.12	Merger



Notwithstanding any provision of this
Agreement, the General Partner, without the consent of the Limited Partners or any other Person, may (i) merge or consolidate the
Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company, corporation
or other Person or (ii) sell all or substantially all of the assets of the Partnership and may amend this Agreement in any manner
or adopt a new limited partnership agreement for the Partnership in connection with any such transaction consistent with the provisions
of this Section 15.12.


		15.13	No Rights as Stockholders



Nothing contained in this Agreement shall
be construed as conferring upon the holders of the Partnership Units any rights whatsoever as Stockholders of the General Partner,
including any right to receive dividends or other distributions made to Stockholders or to vote or to consent or receive notice
as Stockholders in respect to any meeting of Stockholders for the election of directors of the General Partner or any other matter.


[SIGNATURE PAGE FOLLOWS]


75




    	 



    	 



    

Signature Page to First Amended
and Restated Agreement of Limited Partnership of Inland Residential Operating Partnership, L.P., among the undersigned and the
other parties thereto.


GENERAL PARTNER:
 
 INLAND RESIDENTIAL
PROPERTIES TRUST, INC.
 
 
 By: /s/ David Z.
Lichterman                                  
       Name:David Z.
Lichterman
       Title:  Vice President, Treasurer and


                         Chief
Accounting Officer


 


SPECIAL LIMITED PARTNER:



INLAND RESIDENTIAL PROPERTIES TRUST SPECIAL LIMITED PARTNER, LLC


By:     Inland Real Estate Investment Corporation,

           its Managing Member





By:       /s/ Catherine L. Lynch                                  

        Name: Catherine L. Lynch

        Title:   Chief Financial Officer and Secretary


 




    	 



    	 



    

Exhibit A



Partners’ Contributions and Partnership Interests


	Name
    and Address of Partner	Type
    of Interest	Type
                                         of Unit
	Capital
    Contribution	Number
    of Partnership Units	Percentage
    Interest
	Inland
                                         Residential Properties Trust, Inc.

         

        2901 Butterfield Road

        Oak Brook, Illinois 60523
	General
    Partner Interest	GP
    Units	$200,000	8,000	100%
	Limited
    Partner Interest	Class
    A Units	$21,487,701	941,223.642	100%
	Limited
    Partner Interest	Class
    T Units	$4,926,896	216,042.977	100%
	Inland
                                         Residential Properties Trust Special Limited Partner, LLC

         

        2901 Butterfield Road

        Oak Brook, Illinois 60523
	Special
    Limited Partner Interest	N/A	N/A	N/A	N/A


 


 




    	 



    	 



    

Exhibit B



Allocations


For purposes of this Exhibit B, the
term “Partner” shall include the Special Limited Partner.


1.              
Allocations.


(a)            
Allocations of Net Income and Net Loss. Except as otherwise provided in this Agreement, after giving effect to the
special allocations in subparagraph 1(c) and paragraph 2, Net Income, Net Loss and, to the extent necessary, individual items of
income, gain, loss or deduction, of the Partnership for each fiscal year or other applicable period of the Partnership shall be
allocated to the Partners holding Partnership Units pro rata and pari passu in accordance with each such Partner’s respective
Percentage Interest.


(b)           
Allocations of Net Property Gain and Net Property Loss. Except as otherwise provided in this Agreement, after giving
effect to the special allocations in subparagraphs 1(c) and paragraph 2, Net Property Gain, Net Property Loss and, to the extent
necessary, individual items of income, gain, credit, loss and deduction comprising Net Property Gain and Net Property Loss of the
Partnership, without duplication, for each fiscal year or other applicable period shall be allocated among the Partners in a manner
that will, as nearly as possible cause the Capital Account balance of each Partner at the end of such fiscal year or other applicable
period to equal (i) the amount of the distributions that would be made to such Partner pursuant to Section 5.1(b) of the Agreement
if the Partnership were dissolved, its affairs wound up and its assets were sold for cash equal to their Gross Asset Value, as
determined in the reasonable discretion of the General Partner, taking into account any adjustments thereto for such period, all
Partnership liabilities were satisfied in full in cash according to their terms (limited with respect to each nonrecourse liability
to the Gross Asset Value of the assets securing such liability), and Net Sales Proceeds (after satisfaction of such liabilities)
were distributed in full in accordance with Section 5.1(b) to the Partners immediately after making such allocations, minus (ii)
the sum of such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain and the amount, if
any and without duplication, that the Partner would be obligated to contribute to the capital of the Partnership, all computed
immediately prior to the hypothetical sale of assets.


(c)            
Special Allocations.


(i)             
Special Allocations Regarding the Special Limited Partner Interest. After giving effect to the special allocations
in paragraph 2 but prior to any allocations under subparagraph 1(a) and 1(b), Net Property Gain and, to the extent necessary, individual
items of income and gain comprising Net Property Gain of the Partnership shall be allocated to the Special Limited Partner until
the Special Limited Partner has received aggregate allocations of income for all fiscal years equal to the aggregate amount of
distributions the Special Limited Partner is entitled to receive or has received with respect to the Special Limited Partner Interest
for such fiscal year and all prior fiscal years. Notwithstanding the foregoing, if the Special Limited Partner is entitled to receive
distributions of Net Sales Proceeds pursuant to the Partnership’s obligation under a Listing Promote, Termination Promote
or Investment Liquidity


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Promote, Net Property Gain shall
be allocated to the Special Limited Partner until the Special Limited Partner has received aggregate allocations equal to the aggregate
amount of distributions the Special Limited Partner is entitled to receive pursuant to such Listing Promote, Termination Promote
or Investment Liquidity Promote.


(ii)           
Special Allocation of Special Fees. Consistent with Section 4.9, if the Partnership directly or indirectly incurs
Special Fees, such Special Fees shall be specially allocated among the Classes of OP Units to correspond with their appropriate
shares of such fees and then proportionately allocated among the Units within each burdened Class.  For example, if the Partnership
incurs a distribution and stockholder servicing fee of $200 that is required to be borne entirely by the Partners holding Class
T Units, the $200 servicing fee shall be specially allocated to the holders of Class T Units in proportion to their Class T Units.
 To the extent that an allocation of Special Fees under this subparagraph 1(c)(ii) would create or increase an Adjusted
Capital Account Deficit for a Partner, such allocation instead shall be made proportionately to the other Partners within the burdened
Class who do not have Adjusted Capital Account Deficits.


2.              
Regulatory Allocations. Notwithstanding any provisions of paragraph 1 of this Exhibit B, the following special
allocations shall be made.


(a)            
Minimum Gain Chargeback (Nonrecourse Liabilities). Except as otherwise provided in Section 1.704-2(f) of the Regulations,
if there is a net decrease in Partnership Minimum Gain for any Partnership fiscal year, each Partner shall be specially allocated
items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s
share of the net decrease in Partnership Minimum Gain to the extent required by Section 1.704-2(f) of the Regulations. The items
to be so allocated shall be determined in accordance with Sections 1.704-2(f) and (i) of the Regulations. This subparagraph 2(a)
is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted
consistently therewith. Allocations pursuant to this subparagraph 2(a) shall be made in proportion to the respective amounts required
to be allocated to each Partner pursuant hereto.


(b)           
Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, if there
is a net decrease in Partner Nonrecourse Debt Minimum Gain during any fiscal year, each Partner who has a share of the Partner
Nonrecourse Debt Minimum Gain, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated
items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s
share of the net decrease in the Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i)
of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the
Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner
Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant
to this subparagraph 2(b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant
hereto.


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(c)            
Qualified Income Offset. If a Partner unexpectedly receives any adjustments, allocations or distributions described
in Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations, and such Partner has an Adjusted Capital Account Deficit, items
of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient
to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulations. This subparagraph 2(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)           
Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year or other applicable period shall be allocated
to the Partners in accordance with their respective Percentage Interests.


(e)            
Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any fiscal year or other applicable period with
respect to a Partner Nonrecourse Debt shall be specially allocated to the Partner that bears the economic risk of loss for such
Partner Nonrecourse Debt (as determined under Sections 1.704-2(b)(4) and 1.704-2(i)(1) of the Regulations).


(f)            
Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any asset of the Partnership pursuant
to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations,
to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated
as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such
gain or loss shall be specially allocated among the Partners in a manner consistent with the manner in which each of their respective
Capital Accounts are required to be adjusted pursuant to such section of the Regulations.


(g)           
Gross Income Allocation. If any Partner has an Adjusted Capital Account Deficit at the end of any fiscal year or
other applicable period which is in excess of the amount such Partner is obligated to restore pursuant to the penultimate sentences
of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations, such Partner shall be specially allocated items of Partnership
income (including gross income) and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant
to this subparagraph 2(g) shall be made if and only to the extent that such Partner would have an Adjusted Capital Account Deficit
in excess of such amount after all other allocations provided for under this Agreement have been tentatively made as if subparagraph
2(c) and this subparagraph 2(g) were not in this Agreement.


3.              
Curative Allocations. 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 paragraph
3. Therefore, notwithstanding any other provision of this Exhibit B (other than the Regulatory Allocations and Tax Allocations),
the General Partner shall make such offsetting allocations of Partnership income, gain, loss or deduction in whatever manner the
General Partner determines appropriate so that, after such offsetting allocations are made, each Partner’s Capital Account
balance 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.


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4.              
Tax Allocations.


(a)            
Items of Income or Loss. For federal income tax purposes, except as is otherwise provided in this Exhibit B,
an allocation of Partnership Net Income, Net Loss, Net Property Gain or Net Property Loss to a Partner shall be treated as an allocation
to such Partner of the same share of each item of income, gain, loss, deduction and item of tax-exempt income or Section 705(a)(2)(B)
expenditure (or item treated as such expenditure pursuant to Section 1.704-1(b)(2)(iv)(i) of the Regulations) (“Tax Items”)
that is taken into account in computing Net Income, Net Loss, Net Property Gain or Net Property Loss.


(b)           
Section 1245/1250 Recapture. Subject to subparagraph 4(c) below, if any portion of gain from the sale of Partnership
assets is treated as gain which is ordinary income by virtue of the application of Sections 1245 or 1250 of the Code or is gain
described in Section 1(h)(1)(D) of the Code (“Affected Gain”), then such Affected Gain shall be allocated among
the Partners in the same proportion that the depreciation and amortization deductions giving rise to the Affected Gain were allocated.
This subparagraph 4(b) shall not alter the amount of Net Income or Net Property Gain (or items thereof) allocated among the Partners,
but merely the character of such Net Income or Net Property Gain (or items thereof). For purposes hereof, in order to determine
the proportionate allocations of depreciation and amortization deductions for each fiscal year or other applicable period, such
deductions shall be deemed allocated on the same basis as Net Income, Net Loss, Net Property Gain and Net Property Loss for such
respective period.


(c)            
Precontribution Gain, Revaluations. With respect to any Contributed Property, the Partnership shall use any permissible
method contained in the Regulations promulgated under Section 704(c) of the Code selected by the General Partner, in its sole discretion,
to take into account any variation between the adjusted basis of such asset and the fair market value of such asset as of the time
of the contribution (“Precontribution Gain”). Each Partner hereby agrees to report income, gain, loss and deduction
on such Partner’s federal income tax return in a manner consistent with the method used by the Partnership. If any asset
has a Gross Asset Value which is different from the Partnership’s adjusted basis for such asset for federal income tax purposes
because the Partnership has revalued such asset pursuant to Section 1.704-1(b)(2)(iv)(f) of the Regulations, the allocations of
Tax Items shall be made in accordance with the principles of Section 704(c) of the Code and the Regulations and the methods of
allocation promulgated thereunder. The intent of this subparagraph 4(c) is that each Partner who contributed to the capital of
the Partnership a Contributed Property will bear, through reduced allocations of depreciation, increased allocations of gain or
other items, the tax detriments associated with any Precontribution Gain. This subparagraph 4(c) is to be interpreted consistently
with such intent.


(d)           
Excess Nonrecourse Liability Safe Harbor. Pursuant to Section 1.752-3(a)(3) of the Regulations, solely for purposes
of determining each Partner’s proportionate share of the “excess nonrecourse liabilities” of the Partnership
(as defined in Section 1.752-3(a)(3) of the Regulations), the Partners’ respective interests in Partnership profits shall
be determined under any permissible method reasonably determined by the General Partner; provided, however, that each Partner who
has contributed an asset to the Partnership shall be allocated, to the extent possible, a share of “excess nonrecourse liabilities”
of the Partnership which results in such Partner being allocated nonrecourse liabilities in an amount which is at least equal to
the amount of income pursuant to Section 704(c) of the Code and the Regulations promulgated thereunder (the “Liability
Shortfall”). If there is an insufficient amount of nonrecourse liabilities to allocate to each Partner an amount of nonrecourse
liabilities equal to the Liability Shortfall, then an amount of nonrecourse liabilities in proportion to, and to the extent of,
the Liability Shortfall shall be allocated to each Partner.


B-4




    	 



    	 



    

(e)            
References to Regulations. Any reference in this Exhibit B or the Agreement to a provision of proposed and/or
temporary Regulations shall, if such provision is modified or renumbered, be deemed to refer to the successor provision as so modified
or renumbered, but only to the extent such successor provision applies to the Partnership under the effective date rules applicable
to such successor provision.)


(f)            
Successor Partners. For purposes of this Exhibit B, a transferee of a Partnership Interest shall be deemed
to have been allocated the Net Income, Net Loss, Net Property Gain, Net Property Loss and other items of Partnership income, gain,
loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor
Partner pursuant to this Agreement.


 


B-5




    	 



    	 



    

Exhibit C


Certificate of Limited Partnership