Exhibit 10.1


 


AMENDED AND RESTATED


AGREEMENT OF LIMITED PARTNERSHIP

OF

PLYMOUTH INDUSTRIAL OP, LP


July 1, 2014


 


This Amended and
Restated Agreement of Limited Partnership (this "Agreement") is entered into effective as of the 1st of July,
2014, by and among Plymouth Industrial REIT, Inc., a Maryland corporation (the "General Partner"), Plymouth OP Limited,
LLC, a Delaware limited liability company (the "Original Limited Partner"), and the Limited Partner(s) set forth or which
may, in the future, be set forth on Exhibit A hereto, as amended from time to time.


RECITALS


WHEREAS, effective
as of March 22, 2011, Plymouth Industrial OP, LP, formerly known as Plymouth Opportunity OP, LP (the "Partnership"),
was formed under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the
Secretary of State of the State of Delaware;


WHEREAS, effective
as of July 1, 2014, the Partnership filed an amendment to the Certificate to change the name of the Partnership to Plymouth Industrial
OP, LP; and


WHEREAS, the parties
hereto desire to enter into this Amended and Restated Agreement of Limited Partnership of the Partnership in order to set forth
(a) the number of issued and outstanding Partnership Units, (b) the terms and conditions under which the Partnership will be operated
and (c) the rights, obligations, and limitations of the General Partner and the Limited Partners with respect to each other and
the Partnership as a whole.


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


AGREEMENT


ARTICLE
I



DEFINED TERMS


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


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


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




    	 



    	 



    


"Additional
Limited Partner" means a Person admitted to the Partnership as a Limited Partner pursuant to Section 4.02 hereof and who is
shown as such on the books and records of the Partnership.


"Additional
Securities" means any additional REIT Shares (other than REIT Shares issued in connection with an exchange pursuant to Section
8.05 hereof) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase
REIT Shares, as set forth in Section 4.02(a)(ii).


"Administrative
Expenses" means (i) all administrative and operating costs and expenses incurred by the Partnership, (ii) those administrative
costs and expenses of the General Partner, including any salaries or other payments to directors, officers or employees of the
General Partner, and any accounting and legal expenses of the General Partner, which expenses, the Partners have agreed, are expenses
of the Partnership and not the General Partner, and (iii) to the extent not included in clause (ii) above, REIT Expenses.


"Advisor"
means Plymouth Real Estate Investors, Inc., a Maryland corporation and any successor thereto (including any Person to whom the
Advisor subcontracts all or substantially all of such functions).


"Affiliate"
or "Affiliated" means, with respect to any Person, (i) any Person directly or indirectly owning, controlling or holding,
with the power to vote, 10% or more of the outstanding voting securities of such other Person; (ii) any Person 10% or more of whose
outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person;
(iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive
officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive
officer, director, trustee or general partner.


"Agreed Value"
means (i) the fair market value of a Partner's non-cash Capital Contribution as of the date of contribution as agreed to by such
Partner and the General Partner as of the date of contribution as set forth on Exhibit A hereto, as it may be amended from
time to time, or (ii) in the case of any contribution or distribution of property other than cash not set forth on Exhibit A,
the fair market value of such property as determined by the General Partner at the time such property is contributed or distributed,
reduced by liabilities either assumed by the Partnership or Partner upon such contribution or distribution or to which such property
is subject when the property is contributed or distributed.


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


"Articles of
Incorporation" means the Articles of Incorporation of the General Partner filed with the Maryland State Department of Assessments
and Taxation, as amended or restated from time to time.


"Capital Account"
has the meaning provided in Section 4.04 hereof.




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


"Cash Amount"
means an amount of cash equal to the Value of the REIT Shares Amount on the date of receipt by the General Partner of an Exchange
Notice.


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


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


"Commission"
means the U.S. Securities and Exchange Commission.


"Conversion
Factor" means 1.0, provided, that in the event that the General Partner (i) declares or pays a dividend on its outstanding
REIT Shares in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares, (ii) subdivides
its outstanding REIT Shares, or (iii) combines its outstanding REIT Shares into a smaller number of REIT Shares, the Conversion
Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of REIT
Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such
purposes that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which
shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on such date, and provided
further, that in the event that an entity other than an Affiliate of the General Partner shall become General Partner pursuant
to any merger, consolidation or combination of the General Partner with or into another entity (the "Successor Entity"),
the Conversion Factor shall be adjusted by multiplying the Conversion Factor by the number of shares of the Successor Entity into
which one REIT Share is converted pursuant to such merger, consolidation or combination, determined as of the date of such merger,
consolidation or combination. Any adjustment to the Conversion Factor shall become effective immediately after the effective date
of such event retroactive to the record date, if any, for such event; provided, however, that if the General Partner receives an
Exchange Notice after the record date, but prior to the effective date of such dividend, distribution, subdivision or combination,
the Conversion Factor shall be determined as if the General Partner had received the Exchange Notice immediately prior to the record
date for such dividend, distribution, subdivision or combination; and provided further, however, that if the General




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Partner, in its sole
and absolute discretion, causes the Partnership to make a distribution of Partnership Units or to subdivide or combine the outstanding
Partnership Units in order to give equivalent effect to a dividend or distribution of REIT Shares or a subdivision or combination
or REIT Shares, then the Conversion Factor shall remain the factor which it was immediately prior to such dividend or distribution
of REIT Shares or subdivision or combination of REIT Shares.


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


"Exchange Amount"
means either the Cash Amount or the REIT Shares Amount, as selected by the General Partner in its sole and absolute discretion
pursuant to Section 8.05(b) hereof.


"Exchange Notice"
means a Notice of Exercise of Exchange Right substantially in the form of Exhibit B hereto.


"Exchange Right"
has the meaning provided in Section 8.05(a) hereof.


"Exchanging
Partner" has the meaning provided in Section 8.05(a) hereof.


"General Partner"
means Plymouth Industrial REIT, and any Person who becomes a substitute or additional General Partner as provided herein, and any
successors thereto.


"General Partnership
Interest" means a Partnership Interest held by the General Partner that is a general partnership interest.


"GP Capital"
means the aggregate of Capital Contributions of cash made by the General Partner in accordance with Sections 4.01 and 4.02 hereof.


"GP Minimum
Return" means such amount as may be necessary or required to allow the General Partner to meet its distribution requirement
for qualification as a REIT as set forth in Section 857 of the Code and to avoid any federal income or excise tax liability imposed
by the Code.


"Indemnitee"
means (i) any Person made a party to a proceeding by reason of its status as the General Partner or a director, officer or employee
of the General Partner or the Partnership, and (ii) such other Persons (including Affiliates of the General Partner or the Partnership)
as the General Partner may designate from time to time, in its sole and absolute discretion.




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"Independent
Director" has the meaning provided in the Articles of Incorporation of the General Partner.


"Joint Venture"
means any joint venture or partnership arrangement in which the Partnership is a co-venturer or general partner established to
acquire or hold Properties, Mortgages or other investments of the General Partner.


"Limited Partner"
means the Original Limited Partner, any Person named as a Limited Partner on Exhibit A attached hereto, and any Person who
becomes a Substitute or Additional Limited Partner in such person's capacity as a Limited Partner in the Partnership.


"Limited Partnership
Interest" means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right
of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and
in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of such
Act.


"Liquidating
Event" has the meaning set forth in Section 2.04 hereof.


"Listing"
means the listing of the REIT Shares on a national securities exchange or the receipt by the holders of the REIT Shares of securities
that are listed on a national securities exchange. Upon such Listing, the REIT Shares shall be deemed "Listed."


"Loss"
has the meaning provided in Section 5.01(f) hereof.


"LP Capital"
means the aggregate of Capital Contributions in cash or cash equivalents and the Agreed Value of any non-cash contributions to
the Partnership made by a Limited Partner in accordance with Sections 4.01 and 4.02 hereof.


"LP Return"
means, with regard to any Limited Partner, an amount equal to the aggregate cash dividends that would have been payable to such
Limited Partner with respect to the applicable fiscal period if such Limited Partner had owned REIT Shares equal in number to the
number of Partnership Units owned by such Limited Partner during such fiscal period (as adjusted by the General Partner to reflect
any changes in the Conversion Factor).


"Mortgage"
means, in connection with mortgage financing provided, invested in or purchased by the Partnership, any note, deed of trust, security
interest or other evidence of indebtedness or obligations, which is secured or collateralized by real property owned by the borrower
under such note, deed of trust, security interest or other evidence of indebtedness or obligations.


"Net Capital
Proceeds" means the net cash proceeds received by the Partnership in connection with (i) any Sale, (ii) any borrowing or refinancing
of borrowing(s) by the Partnership, (iii) any condemnation or deeding in lieu of condemnation of all or a portion of any Property,
(iv) any collection in respect of property, hazard, or casualty insurance (but not business interruption insurance) or any damage
award; or (v) any other transaction the proceeds of which, in accordance with generally accepted accounting principles, are considered
to be capital in nature, in each case, after deduction of (a) all costs and expenses incurred by the




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Partnership with regard
to such transactions (including, without limitation, any repayment of any indebtedness required to be repaid as a result of such
transaction or which the General Partner elects to pay out of the proceeds of such transaction, together with accrued interest
and premium, if any, thereon and any sales commissions or other costs or expenses due and payable to any Person in connection therewith,
including to a Partner or its Affiliates), and (b) all amounts expended by the Partnership for the acquisition of additional Properties,
Mortgages or other investments or for capital repairs or improvements to any Property with such cash proceeds.


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


"Original Limited
Partner" means the Limited Partner designated as such on Exhibit A hereto.


"Partner"
means any General Partner or Limited Partner shall be determined in accordance with Regulations Section 1.704-2(i)(5).


"Partnership"
means Plymouth Industrial OP, LP, a Delaware limited partnership.


"Partnership
Interest" means an ownership interest in the Partnership held by either a Limited Partner or the General Partner and includes
any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together
with all obligations of such Person to comply with the terms and provisions of this Agreement.


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


"Partnership
Record Date" means the record date established by the General Partner for the distribution of cash pursuant to Section 5.02
hereof, which record date shall be the same as the record date established by the General Partner for a distribution to its stockholders.


"Partnership
Unit" means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder. The allocation of
Partnership Units among the Partners shall be as set forth on Exhibit A, as such exhibit may be amended from time to time.


"Percentage
Interest" means the percentage ownership interest in the Partnership of each Partner, as determined by dividing the number
of Partnership Units owned by a Partner by the aggregate number of Partnership Units owned by all Partners.


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




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"Plymouth Industrial
REIT" means Plymouth Industrial REIT, Inc., a Maryland corporation.


"Profit"
has the meaning provided in Section 5.01(f) hereof.


"Property"
means any real property in which the Partnership holds an ownership interest, either directly or pursuant to the Partnership's
ownership of an interest in a subsidiary which owns an interest in any such real property.


"Regulations"
means the Federal Income Tax Regulations, including temporary or proposed regulations, issued under the Code, as amended and as
hereafter amended from time to time. Reference to any particular provision of the Regulations shall mean that provision of the
Regulations on the date hereof and any successor provision of the Regulations.


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


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


"REIT Share"
means a share of common stock in the General Partner (or Successor Entity, as the case may be).


"REIT Shares
Amount" means a number of REIT Shares equal to the product of the number of Partnership Units offered for exchange by an Exchanging
Partner, multiplied by the Conversion Factor as adjusted to and including the Specified Exchange Date; provided that in the event
the General Partner issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling
the stockholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the "Rights"),
and the rights have not expired at the Specified Exchange Date, then the REIT Shares Amount shall also include the rights issuable
to a holder of the REIT Shares on the record date fixed for purposes of determining the holders of REIT Shares entitled to Rights.




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"Sale"
means any transaction or series of transactions whereby (i) the Partnership directly or indirectly (except as described in other
subsections of this definitions) sells, grants, transfers, conveys or relinquishes its ownership of any Property or portion thereof,
including the lease of any Property consisting of a building only, and including any event with respect to any Property which gives
rise to a significant amount of insurance proceeds or condemnation awards; (ii) the Partnership directly or indirectly (except
as described in other subsections of this definition) sells, grants, transfers, conveys or relinquishes its ownership of all or
substantially all the interest of the Partnership in any Joint Venture in which it is a co-venturer or partner; (iii) any Joint
Venture directly or indirectly (except as described in other subsections of this definition) in which the Partnership as a co-venturer
or partner sells, grants, transfers, conveys or relinquishes its ownership of any Property or portion thereof, including any event
with respect to any such Property which gives rise to insurance claims or condemnation awards; (iv) the Partnership directly or
indirectly (except as described in other subsections of this definition) sells, grants, conveys or relinquishes its interest in
any Mortgage or portion thereof (including with respect to any Mortgage, all payments thereunder or in satisfaction thereof other
than regularly scheduled interest payments) and any event with respect to a Mortgage which gives rise to a significant amount of
insurance proceeds or similar awards, or (v) the Partnership directly or indirectly (except as described in other subsections of
this definition) sells, grants, transfers, conveys or relinquishes its ownership of any other asset (other than investments in
bank accounts, money market funds or other current assets) not previously described in this definition or any portion thereof.


"Securities
Act" means the Securities Act of 1933, as amended.


"Service"
means the Internal Revenue Service.


"Specified
Exchange Date" means the first business day of the month first occurring after the expiration of sixty (60) business days
from the date of receipt by the General Partner of the Exchange Notice.


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


"Subsidiary
Partnership" means any partnership, limited liability company or other entity taxed as a partnership for federal income tax
purposes in which interests are owned by the General Partner or by a wholly-owned Subsidiary or Subsidiaries of the General Partner.


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


"Successor
Entity" has the meaning provided in the definition of "Conversion Factor" contained herein.




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


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


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


"Unaffiliated
Percentage Interest" means a Percentage Interest held by a Limited Partner that is not an Affiliate of the General Partner;
provided that, during any period in which all of the Partners are Affiliates of the General Partner, the Original Limited Partner
shall be deemed to hold an Unaffiliated Percentage Interest hereunder.


"Unpaid Return"
means any accrued but unpaid LP Return or GP Minimum Return less all amounts distributed by the Partnership to a Limited Partner
or the General Partner in reduction thereof.


"Value"
means the fair market value per share of REIT Shares which will equal: (i) if REIT Shares are Listed, the average closing price
per share for the immediately preceding ten consecutive trading days, (ii) if REIT Shares are not Listed, the then-applicable redemption
price per REIT share used by the General Partner in its REIT Share redemption program (as determined by the General Partner), or
(iii) if there is no such then-applicable redemption price per REIT Share, then the Value shall equal the price per REIT Share
as the management of the General Partner determines in good faith.


ARTICLE
II



PARTNERSHIP FORMATION AND IDENTIFICATION


2.01      Formation.
The Partnership is a limited partnership formed pursuant to the Act and upon the terms and conditions set forth in this Agreement.


2.02      Name,
Office and Registered Agent. The name of the Partnership is "Plymouth Industrial OP, LP" The principal place of business
of the Partnership shall be 260 Franklin Street, Suite 1900, Boston, Massachusetts 02110. The General Partner may at any time change
the location of such office, provided the General Partner gives notice to the Partners of any such change. The name and address
of the Partnership's registered agent is the Corporation Trust Company, the Corporation Trust Center, 1209 Orange Street, City
of Wilmington, County of New Castle, Delaware 19801. The sole duty of the registered agent as such is to forward to the Partnership
any notice that is served on it as registered agent.


2.03      Partners.


(a)      The
General Partner of the Partnership is Plymouth Industrial REIT, Inc., a Maryland corporation. Its principal place of business is
the same as that of the Partnership.


(b)      The
Limited Partners are the Original Limited Partner and any other Persons identified as Limited Partners on Exhibit A hereto,
as it may be amended from time to time.




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2.04      Term
and Dissolution.


(a)      The
term of the Partnership shall continue in full force and effect until December 31, 2099, except that the Partnership shall be dissolved
earlier upon the first to occur of any of the following events ("Liquidating Events"):


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


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


(iii)      the
exchange of all Limited Partnership Interests; or


(iv)      the
election by the General Partner that the Partnership should be dissolved.


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


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




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2.06      Certificates
Describing Partnership Units. At the request of a Limited Partner, the General Partner may, at its option and in its discretion,
issue a certificate summarizing the terms of such Limited Partner's interest in the Partnership, including the number of Partnership
Units owned as of the date of such certificate. If issued, any such certificates (a) shall be in form and substance as approved
by the General Partner, (b) shall not be negotiable, and (c) shall bear a legend substantially similar to the following:


"THIS CERTIFICATE IS NOT
NEGOTIABLE. THE PARTNERSHIP UNITS REPRESENTED BY THIS CERTIFICATE ARE GOVERNED BY AND TRANSFERABLE ONLY IN ACCORDANCE WITH THE
PROVISIONS OF THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PLYMOUTH INDUSTIRAL OP, LP, AS AMENDED FROM TIME TO
TIME."


ARTICLE
III



BUSINESS OF THE PARTNERSHIP


The purpose and
nature of the business to be conducted by the Partnership is (a) to conduct any business that may be lawfully conducted by a limited
partnership organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner
as to permit the General Partner at all times to qualify as a REIT, unless the General Partner otherwise ceases to qualify as a
REIT, and in a manner such that the General Partner will not be subject to any taxes under Section 857 or Section 4981 of the Code,
(b) to enter into any partnership, joint venture or other similar arrangement to engage in any of the foregoing or the ownership
of interests in any entity engaged in any of the foregoing, and (c) to do anything necessary or incidental to the foregoing. In
connection with the foregoing, and without limiting the General Partner's right in its sole and absolute discretion to cease qualifying
as a REIT, the Partners acknowledge that the General Partner's current status as a REIT and the avoidance of income and excise
taxes on the General Partner inures to the benefit of all the Partners and not solely to the General Partner. Notwithstanding the
foregoing, the Limited Partners agree that the General Partner may terminate its status as a REIT under the Code at any time to
the full extent permitted under its Articles of Incorporation. The General Partner shall also be empowered to do any and all acts
and things necessary or prudent to ensure that the Partnership will not be classified as a "publicly traded partnership"
for purposes of Section 7704 of the Code.


ARTICLE
IV



CAPITAL CONTRIBUTIONS AND ACCOUNTS


4.01      Capital
Contributions. The General Partner and the Original Limited Partner made initial Capital Contributions of One Dollar ($1.00)
and Nine Hundred Ninety-Nine Dollars ($999.00), respectively, to the Partnership in exchange for one-tenth of one (0.10) Partnership
Unit and ninety-nine and nine-tenths (99.9) Partnership Units, respectively. At such time as Additional Limited Partners are admitted
to the Partnership, each shall make Capital Contributions as set forth opposite their names on Exhibit A, as it may be amended
from time to time. Exhibit A shall be deemed amended upon, and the General Partner may, without the




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approval of any other
Partner, attach an amended Exhibit A to this Agreement to reflect: (a) the issuance of Partnership Units issued to Additional
Limited Partners or to any existing Limited Partner pursuant to Section 4.02 (including the Original Limited Partner), (b) any
Partnership Units purchased or redeemed pursuant to Section 6.10, and (c) any redemption or purchase of Partnership Units by the
Partnership or the General Partner by reason of the exercise by a Limited Partner of the Exchange Right.


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


(a)      Issuances
of Additional Partnership Interests.


(i)      General.
The General Partner is hereby authorized to cause the Partnership to issue additional Partnership Interests in the form of Partnership
Units for any Partnership purpose, at any time or from time to time, to the Partners (including the General Partner) or to other
Persons for such consideration and on such terms and conditions as shall be established by the General Partner in its sole and
absolute discretion, all without the approval of any Limited Partners. Any additional Partnership Interests issued thereby may
be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative
participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited Partnership
Interests, all as shall be determined by the General Partner in its sole and absolute discretion and without the approval of any
Limited Partner, subject to Delaware law, including, without limitation, (A) the allocations of items of Partnership income, gain,
loss, deduction and credit to each such class or series of Partnership Interests; (B) the right of each such class or series of
Partnership Interests to share in Partnership distributions; and (C) the rights of each such class or series of Partnership Interests
upon dissolution and liquidation of the Partnership; provided, however, that no additional Partnership Interests shall be issued
to the General Partner or the Original Limited Partner unless:


(1)      the
additional Partnership Interests are issued in connection with an issuance of REIT Shares or other interests in, the General Partner,
which shares or interests have designations, preferences and other rights such that the economic interests are substantially similar
to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner by the
Partnership in accordance with this Section 4.02, and the General Partner, on its own or with the Original Limited Partner, shall
make a Capital Contribution to the Partnership in an amount equal to the aggregate proceeds raised in connection with the issuance
of such shares of stock of or other interests in the General Partner;




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(2)      the
additional Partnership Interests are issued in exchange for property or other assets owned by the General Partner or Original Limited
Partner with a fair market value, as determined by the General Partner, in good faith, equal to the value of the Partnership Interests;
or


(3)      the
additional Partnership Interests are issued to all Partners in proportion to their respective Percentage Interests.


Without limiting
the foregoing, the General Partner is expressly authorized to cause the Partnership to issue Partnership Units for less than fair
market value, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General
Partner and the Partnership.


(ii)      Issuance
of Additional Securities. The General Partner shall not issue any additional REIT Shares (other than REIT Shares issued in connection
with an exchange made pursuant to Section 8.05 hereof) or rights, options, warrants or convertible or exchangeable securities containing
the right to subscribe for or purchase REIT Shares (collectively, "Additional Securities") other than to all holders
of REIT Shares, unless (A) the General Partner shall cause the Partnership to issue to the General Partner and/or the Original
Limited Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable
securities of the Partnership having designations, preferences and other rights such that the economic interests are substantially
similar to those of the Additional Securities, and (B) the General Partner and/or the Original Limited Partner contribute the proceeds
from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, to the
Partnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition
of a Property or other asset to be held directly by the General Partner, but if and only if, such direct acquisition and issuance
of Additional Securities have been approved and determined to be in the best interests of the General Partner and the Partnership
by Limited Partners holding more than 50% of the Unaffiliated Percentage Interests. Without limiting the foregoing, the General
Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to
issue to the General Partner (or to the General Partner and the Original Limited Partner) corresponding Partnership Interests,
so long as (1) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and
the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to (A)
an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value, (B) a dividend
reinvestment plan providing for shareholder purchases of REIT Shares at a discount from fair market value, and (C) employee stock
options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance
or at the time of exercise, and (2) the General Partner contributes directly or directly and through the Original Limited Partner
all proceeds from such issuances to the Partnership. For example, in the event that




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the General Partner
issues REIT Shares for a cash purchase price and contributes all of the proceeds of such issuance to the Partnership, the General
Partner shall be issued a number of additional Partnership Units equal to the product of (A) the number of REIT Shares issued by
the General Partner, the proceeds of which were so contributed, multiplied by (B) a fraction the numerator of which is one (1)
and the denominator of which is the Conversion Factor in effect on the date of such contribution.


(b)      Certain
Deemed Contributions of Proceeds of Issuance of REIT Shares. In connection with any and all issuances of REIT Shares, the General
Partner shall make directly or directly and through the Original Limited Partner Capital Contributions to the Partnership of the
proceeds therefrom, provided, that if the proceeds actually received and contributed by the General Partner are less than the gross
proceeds of such issuance as a result of any underwriter's or other discount or other fees or expenses paid or incurred in connection
with such issuance, then the General Partner (or the General Partner together with the Original Limited Partner, as applicable)
shall be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the gross proceeds of such issuance
and the Partnership shall be deemed simultaneously to have paid such offering expenses in accordance with Section 6.05 hereof and
in connection with the required issuance of additional Partnership Units for such Capital Contributions pursuant to Section 4.02(a)
hereof.


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


4.04      Capital
Accounts. A separate capital account (a "Capital Account") shall be established and maintained for each Partner in
accordance with Regulations Section 1.704-1(b)(2)(iv). If (a) a new or existing Partner acquires an additional Partnership Interest
in exchange for more than a de minimis Capital Contribution, (b) the Partnership distributes to a Partner more than a de minimis
amount of Partnership property as consideration for the redemption of a Partnership Interest, or (c) the Partnership is liquidated
within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), the General Partner shall revalue the property of the Partnership
to its fair market value (as determined by the General Partner, in its sole and absolute discretion, and taking into account Section
7701(g) of the Code) in accordance with Regulations Section 1.704- l(b)(2)(iv)(f). When the Partnership's property is revalued
by the General Partner, the Capital Accounts of the Partners shall be adjusted in accordance with Regulations Sections 1.704-1(b)(2)(iv)(f)
and (g), which generally require such Capital Accounts to be adjusted to reflect the manner in which the unrealized gain or loss
inherent in such property (that has not been reflected in the Capital Accounts previously) would be allocated among the Partners
pursuant to Section 5.01 hereof if there were a taxable disposition of such property for its fair market value (as determined by
the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) on the date of the
revaluation.




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4.05      Percentage
Interests. If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner's Percentage
Interest shall be adjusted by the General Partner effective as of the date of each such increase or decrease to a percentage equal
to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after
giving effect to such increase or decrease. In such event, the General Partner shall revalue the property of the Partnership and
the Capital Account for each Partner shall be adjusted as set forth in Section 4.04 hereof. If the Partners' Percentage Interests
are adjusted pursuant to this Section 4.05, the Profit and Loss for the taxable year in which the adjustment occurs shall be prorated
between the part of the year ending on the day when the Partnership's property is revalued by the General Partner and the part
of the year beginning on the following day and, as so divided, shall be allocated to the Partners based on their Percentage Interests
before adjustment, and their adjusted Percentage Interests, respectively, either (a) as if the taxable year had ended on the date
of the adjustment or (b) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall
determine which method shall be used to allocate Profit and Loss for the taxable year in which an adjustment occurs, as may be
required or permitted under Section 706 of the Code.


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


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


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




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ARTICLE
V



PROFIT AND LOSS; DISTRIBUTIONS


5.01      Allocation
of Profit and Loss.


(a)      After
giving effect to the special allocations set forth in Sections 5.01(b), (c) and (d), Profit for each fiscal year of the Partnership
shall be allocated as follows: (i) first to the Partners, pro rata, in accordance with and in proportion to their respective Partnership
Interests, in amounts equal to the amount of cash distributed to the Partners pursuant to Section 5.02(a) hereof with respect to
such fiscal year; (ii) second, to the extent the amount of Profit for such fiscal year exceeds the amount of cash distributed to
the Partners pursuant to Section 5.02(a) hereof, such excess shall be allocated to the General Partner and the Limited Partners
in amounts and in proportion to the cumulative Loss allocated to the General Partner pursuant to clauses (y) and (z) of this Section
5.01(a) and the cumulative Loss allocated to the Limited Partners pursuant to clause (x) of this Section 5.01(a), respectively;
and (iii) finally, the balance, if any, of Profit shall be allocated to the Partners in accordance with and in proportion to their
respective Percentage Interests. Notwithstanding the foregoing, however, it is the intent of the Partners that allocations of Profit
to the Limited Partners be such that the amount of Profit allocated to each Limited Partner be equal to the amount of income that
would have been allocated to such Limited Partner with respect to the applicable fiscal period if such Limited Partner had owned
REIT Shares equal in number to the number of Partnership Units owned by such Limited Partner during such fiscal period, and if,
for any reason, the foregoing allocations of Profit result in any material variation from this concept, Profit shall be allocated
to each Limited Partner in an amount equal to the aggregate amount of income that would have been allocated to such Limited Partner
with respect to the applicable fiscal period if such Limited Partner had owned REIT Shares equal in number to the number of Partnership
Units owned by such Limited Partner during such fiscal period. After giving effect to the special allocations set forth in Sections
5.01(b), (c) and (d), Loss for a fiscal year of the Partnership shall be allocated as follows: (w) first, to the Partners, pro
rata, in accordance with and in proportion to their respective Partnership Interests, until the cumulative Loss allocated to each
Partner under this clause (w) equals the cumulative Profit allocated to each Partner under clause (iii) of this Section 5.01(a);
(x) second, to the Limited Partners in an amount equal to each such Limited Partner's Capital Account balance prior to the allocation
made under this clause (x); (y) third, to the General Partner in an amount equal to the General Partner's Capital Account balance
prior to the allocation made under this clause (y); and (z) fourth, to the General Partner to the extent that any further allocation
of Loss to Limited Partners would result in any such Limited Partners having a deficit balance in their Capital Accounts.




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(b)      Notwithstanding
any provision to the contrary herein, (i) any expense of the Partnership that is a "nonrecourse deduction" within the
meaning of Regulations Section 1.704-2(b)(1) shall be allocated in accordance with the Partners' respective Percentage Interests,
(ii) any expense of the Partnership that is a "partner nonrecourse deduction" within the meaning of Regulations Section
1.704-2(i)(2) shall be allocated to the Partner that bears the "economic risk of loss" of such deduction in accordance
with Regulations Section 1.704- 2(i)(1), (iii) if there is a net decrease in Partnership Minimum Gain within the meaning of Regulations
Section 1.704-2(f)(1) for any Partnership taxable year, then, subject to the exceptions set forth in Regulations Section 1.704-2(f)(2),
(3), (4) and (5), items of gain and income shall be allocated among the Partners in accordance with Regulations Section 1.704-2(f)
and the ordering rules contained in Regulations Section 1.704-2(j), and (iv) if there is a net decrease in Partner nonrecourse
debt minimum gain within the meaning of Regulations Section 1.704-2(i)(4) for any Partnership taxable year, then, subject to the
exceptions set forth in Regulations Section 1.704-2(g), items of gain and income shall be allocated among the Partners, in accordance
with Regulations Section 1.704-2(i)(4) and the ordering rules contained in Regulations Section 1.704-2(j). A Partner's "interest
in partnership profits" for purposes of determining its share of the nonrecourse liabilities of the Partnership within the
meaning of Regulations Section 1.752- 3(a)(3) shall be such Partner's Percentage Interest.


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


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




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


(f)      "Profit"
and "Loss" and any items of income, gain, expense, or loss referred to in this Agreement shall be determined in accordance
with federal income tax accounting principles, as modified by Regulations Section 1.704-(b)(2)(iv), except that Profit and Loss
shall not include items of income, gain and expense that are specially allocated pursuant to Sections 5.01(b), 5.01(c), or 5.01(d).
All allocations of income, Profit, gain, Loss, and expense (and all items contained therein) for federal income tax purposes shall
be identical to all allocations of such items set forth in this Section 5.01, except as otherwise required by Section 704(c) of
the Code and Regulations Section 1.704-1(b)(4). Any deductions, income, gain or loss ("Tax Items") with respect to Partnership
property that is contributed to the Partnership by a Partner shall be shared among the Partners for income tax purposes pursuant
to Regulations promulgated under Section 704(c) of the Code, so as to take into account the variation, if any, between the basis
of the property to the Partnership and its initial Agreed Value. With respect to any property that is contributed to the Partnership
by a Partner, the Partnership shall account for such variation under any method approved under Section 704(c) of the Code and the
applicable regulations as chosen by the General Partner. In the event Agreed Value of any Partnership asset is adjusted, subsequent
allocations of Tax Items with respect to such asset shall take account of the variation, if any, between the adjusted basis of
such asset and its Agreed Value in the same manner as under Section 704(c) of the Code and the applicable regulations consistent
with the requirements of Regulations Section 1.704-1(b)(2)(iv)(g) using any method approved under 704(c) of the Code and the applicable
regulations as chosen by the General Partner.


(g)      If
the General Partner determines that is advantageous to the business of the Partnership to amend the allocation provisions of this
Agreement so as to permit the Partnership to avoid the characterization of Partnership income allocable to various qualified plans,
IRAs and other entities which are exempt from federal income taxation ("Tax Exempt Partners") as constituting Unrelated
Business Taxable Income ("UBTI") within the meaning of the Code, specifically including, but not limited to, amendments
to satisfy the so-called "fractions rule" contained in Code Section 514(c)(9), the General Partner is authorized, in
its discretion, to amend this Agreement so as to allocate income, gain, loss, deduction or credit (or items thereof) arising in
any year differently than as provided for in this Section if, and to the extent, that such amendments will achieve such result
or otherwise permit the avoidance of characterization of Partnership income as UBTI to Tax Exempt Partners. Any allocation made
pursuant to this Section 5.01(g) shall be deemed to be a complete substitute for any allocation otherwise provided for in this




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Agreement, and
no further amendment of this Agreement or approval by any Limited Partner shall be required to effectuate such allocation. In making
any such allocations under this Section 5.01(g) ("New Allocations"), the General Partner is authorized to act in reliance
upon advice of counsel to the Partnership or the Partnership's regular certified public accountants that, in their opinion, after
examining the relevant provisions of the Code and any current or future proposed or final Treasury Regulations thereunder, the
New Allocation will achieve the intended result of this Section 5.01(g).


New Allocations
made by the General Partner in reliance upon the advice of counsel or accountants as described above shall be deemed to be made
in the best interests of the Partnership and all of the Partners, and any such New Allocations shall not give rise to any claim
or cause of action by any Partner against the Partnership or any General Partner. Nothing herein shall require or obligate the
General Partner, by implication or otherwise, to make any such amendments or undertake any such action.


5.02      Distributions
of Cash.


(a)      The
Partnership may distribute cash on a quarterly (or, at the election of the General Partner, more or less frequent) basis, in an
amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership
Record Date with respect to such quarter (or other distribution period) in the following manner: (i) first, to the General Partner
in an amount equal to the GP Minimum Return with respect to the current fiscal year of the General Partner; (ii) second, to the
Limited Partners pro rata among them in proportion to the their respective Unpaid Return, if any, owing to each such Limited Partners
with respect to prior fiscal years, in an amount equal to their respective Unpaid Return for such prior fiscal years owing to each
such Limited Partner; (iii) third, after the establishment of reasonable cash reserves to meet REIT Expenses and other obligations
of the Partnership, as determined in the sole and absolute discretion of the General Partner, to the General Partner and the Limited
Partners in such aggregate amount as may be determined by the General Partner in its sole and absolute discretion to be allocated
among the General Partner and the Limited Partners such that each Limited Partner will receive an amount equal to its LP Return
for such fiscal year; and (iv) finally, to the Partners in accordance with and in proportion to their respective Percentage Interests;
provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution
on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating
to the Partnership Record Date next following the issuance of such additional Partnership Interest shall be reduced to the proportion
thereof which equals (i) the number of days that such additional Partnership Interest is held by such Partner divided by (ii) the
number of days between such Partnership Record Date and the immediately preceding Partnership Record Date.




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(b)      Notwithstanding
any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary
or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal,
state or local law including, without limitation, the requirements of Sections 1441, 1442, 1445 and 1446 of the Code. To the extent
that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution
of income to a Partner or its assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be
distributed to the Partner or assignee equals or exceeds the amount required to be withheld by the Partnership, the amount withheld
shall be treated as a distribution of cash in the amount of such withholding to such Partner or assignee, or (ii) if the actual
amount to be distributed to the Partner or assignee is less than the amount required to be withheld by the Partnership, the amount
required to be withheld shall be treated as a loan (a "Partnership Loan") from the Partnership to the Partner or assignee
on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding
by the Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a Limited
Partner (a "Defaulting Limited Partner") fails to pay any amount owed to the Partnership with respect to the Partnership
Loan within fifteen (15) days after demand for payment thereof is made by the Partnership on the Limited Partner, the General Partner,
in its sole and absolute discretion, may elect to make the payment to the Partnership on behalf of such Defaulting Limited Partner.
In such event, on the date of payment, the General Partner shall be deemed to have extended a loan (a "General Partner Loan")
to the Defaulting Limited Partner in the amount of the payment made by the General Partner and shall succeed to all rights and
remedies of the Partnership against the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall
have the right to receive any distributions that otherwise would be made by the Partnership to the Defaulting Limited Partner until
such time as the General Partner Loan has been paid in full, and any such distributions so received by the General Partner shall
be treated as having been received by the Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated
as a Partnership Loan or a General Partner Loan pursuant to this Section 5.02(b) shall bear interest at the lesser of (A) the base
rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street
Journal, or (B) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or
the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.


(c)      To
the extent not utilized for expenses of the Partnership or for investment in additional Properties, the General Partner may, in
its discretion, cause the Partnership to distribute Net Capital Proceeds in such amount as shall be determined by the General Partner
in its discretion in accordance with the provisions of Section 5.02(a) hereof.


(d)      In
no event may a Partner receive a distribution of cash with respect to a Partnership Unit if such Partner is entitled to receive
a cash dividend as the holder of record of a REIT Share for which all or part of such Partnership Unit has been or will be exchanged,
and the Unpaid Return with respect to such Partnership Unit shall be deemed to be reduced by the amount of any such cash dividend.




    	20



    	 



    


5.03      REIT
Distribution Requirements. The General Partner shall use its reasonable efforts to cause the Partnership to distribute amounts
sufficient to enable the General Partner to pay stockholder dividends that will allow the General Partner to (a) meet its distribution
requirement for qualification as a REIT as set forth in Section 857 of the Code and (b) avoid any federal income or excise tax
liability imposed by the Code.


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


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


5.06      Distributions
Upon Liquidation. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of
the Partnership, including any Partner loans, any remaining assets of the Partnership shall be distributed to all Partners with
positive Capital Accounts in accordance with their respective positive Capital Account balances. For purposes of the preceding
sentence, the Capital Account of each Partner shall be determined after all adjustments made in accordance with Sections 5.01 and
5.02 resulting from Partnership operations and from all sales and dispositions of all or any part of the Partnership's assets have
been made. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating
trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.


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


5.08      Withholding.
All amounts required to be withheld pursuant to Section 1445 of the Code or any other provision of federal, state, or local tax
law shall be treated as amounts actually distributed to the affected Partners for all purposes under this Agreement.


5.09      Tax
Consequences to Limited Partners. 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 by
it. The General Partner and the Partnership shall not have liability to a Partner under any circumstances as a result of an income
tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner pursuant to its authority
under this Agreement.




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ARTICLE
VI



RIGHTS, OBLIGATIONS AND

POWERS OF THE GENERAL PARTNER


6.01      Management
of the Partnership.


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


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


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


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


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


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


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


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




    	22



    	 



    


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


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


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


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


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


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


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


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


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


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




    	23



    	 



    


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


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


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


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


(xxii)      to
do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a "publicly traded
partnership" for purposes of Section 7704 of the Code; and


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


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


6.02      Delegation
of Authority. The General Partner may delegate any or all of its powers, rights and obligations hereunder, and may appoint,
employ, contract or otherwise deal with any Person (including without limitation officers or other agents of the Partnership or
the General Partner appointed by the General Partner) for the transaction of the business of the Partnership, which Person may,
under supervision of the General Partner, perform any acts or services for the Partnership as the General Partner may approve.




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6.03      Indemnification
and Exculpation of Indemnitees.


(a)      The
Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several,
expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and
all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations
of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as
a party or otherwise, unless it is established that (i) the act or omission of the Indemnitee was material to the matter giving
rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee
actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal proceeding,
the Indemnitee had reasonable cause to believe that the act or omission was unlawful. Any indemnification pursuant to this Section
6.3 shall be made only out of the assets of the Partnership.


(b)      The
Partnership shall pay or reimburse reasonable legal expenses and other costs incurred by an Indemnitee in advance of final disposition
of a proceeding if all of the following are satisfied: (i) the Indemnitee provides the Partnership with written affirmation of
the Indemnitee's good faith belief that the Indemnitee has met the standard of conduct necessary for indemnification by the Partnership
as authorized in this Section 6.03, and (ii) the Indemnitee provides the Partnership with a written agreement to repay the amount
paid or reimbursed by the Partnership if it is ultimately determined that the Indemnitee did not comply with the requisite standard
of conduct and is not entitled to indemnification.


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


(d)      The
Partnership may purchase and maintain insurance or establish other arrangements, including without limitation trust arrangements
and letters of credit on behalf of or to secure indemnification obligations owed to the Indemnitees and such other Persons as the
General Partner shall determine against any liability that may be asserted against or expenses that may be incurred by such Person
in connection with the Partnership's activities, regardless of whether the Partnership would have the power to indemnify such Person
against such liability under the provisions of this Agreement. For purposes of this Section 6.03, (i) the Partnership shall be
deemed to have requested an Indemnitee to serve as a fiduciary of an employee benefit plan whenever the performance by the Indemnitee
of its duties to the Partnership also imposes duties on the Indemnitee, or otherwise involves services by the Indemnitee to the
plan or participants or beneficiaries of the plan; (ii) excise taxes assessed on an Indemnitee with respect to an employee benefit
plan pursuant to applicable law shall constitute fines within the meaning of this Section 6.03; and (iii) 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.




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


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


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


(h)      Notwithstanding
the foregoing, the Partnership may not indemnify or hold harmless an Indemnitee for any liability or loss unless all of the following
conditions are met: (i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability
was in the best interests of the Partnership; (ii) the Indemnitee was acting on behalf of or performing services for the Partnership;
(iii) the liability or loss was not the result of (A) negligence or misconduct, in the case that the Indemnitee is a director of
the General Partner (other than an Independent Director), the Advisor or an Affiliate of the Advisor or (B) gross negligence or
willful misconduct, in the case that the Indemnitee is an Independent Director; and (iv) the indemnification or agreement to hold
harmless is recoverable only out of net assets of the Partnership. In addition, the Partnership shall not provide indemnification
for any loss, liability or expense arising from or out of an alleged violation of federal or state securities laws by such party
unless one or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count
involving alleged material securities law violations as to the Indemnitee; (ii) such claims have been dismissed with prejudice
on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a
settlement of the claims against the 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 securities were offered or sold as to indemnification for violations
of securities laws.


6.04      Liability
of the General Partner.


(a)      Notwithstanding
anything to the contrary set forth in this Agreement, the General Partner shall not be liable for monetary damages to the Partnership
or any Partners for losses sustained or liabilities incurred as a result of errors in judgment or any act or omission if the General
Partner acted in good faith. The General Partner shall not be in breach of any duty that the General Partner may owe to the Limited
Partners or the Partnership or any other Persons under this Agreement or of any duty stated or implied by law or equity, provided,
the General Partner, acting in good faith, abides by the terms of this Agreement. In addition, to the extent the General Partner
or any officer, director, employee, agent or stockholder of the General Partner performs its duties in accordance with the standards
provided by the Act, as it may be amended from time to time, or under




    	26



    	 



    


any successor
statute thereto, such Person or Persons shall have no liability by reason of being or having been the General Partner, or by reason
of being an officer, director, employee, agent or stockholder of the General Partner. To the maximum extent that the Act and the
general laws of the State of Delaware, in effect from time to time, permit limitation of the liability of general partners of a
limited partnership, the General Partner and its officers, directors, employees, agents and stockholders shall not be liable to
the Partnership or to any Partner for money damages except to the extent that (i) the General Partner or its officers, directors,
employees, agents or stockholders actually received an improper benefit or profit in money, property or services, in which case
the liability shall not exceed the amount of the benefit or profit in money, property or services actually received; or (ii) a
judgment or other final adjudication adverse to the General Partner or one or more of its officers, directors, employees, agents
or stockholders is entered in a proceeding based on a finding in the proceeding that the action or failure to act of the General
Partner or one or more of its officers, directors, employees, agents or stockholders was the result of active and deliberate dishonesty
and was material to the cause of action adjudicated in the proceeding. Neither the amendment nor repeal of this Section 6.04(a),
nor the adoption or amendment of any other provision of this Agreement inconsistent with this Section 6.04(a), shall apply to or
affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior
to such amendment, repeal or adoption. In the absence of any Delaware statute limiting the liability of the General Partner or
its directors or officers for money damages in a suit by or on behalf of the Partnership or by any Partner, the General Partner
and the officers, directors, employees, agents and stockholders of the General Partner shall not be liable to the Partnership or
to any Partner for money damages except to the extent that the General Partner or one or more of its officers, directors, employees,
agents or stockholders actually received an improper benefit or profit in money, property or services, in which case the liability
shall not exceed the amount of the benefit or profit in money, property or services actually received; or (ii) a judgment or other
final adjudication adverse to the General Partner or one or more of its officers, directors, employees, agents or stockholders
is entered in a proceeding based on a finding in the proceeding that the action of the General Partner or one or more of its officers,
directors, employees or stockholders action or failure to act was the result of active and deliberate dishonesty and was material
to the cause of action adjudicated in the proceeding.


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




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


(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 to (i) protect the ability of the General Partner to continue to qualify as a REIT
or (ii) prevent the General Partner from incurring any taxes under Section 857, Section 4981, or any other provision of the Code,
is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners.


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


6.05      Reimbursement
of General Partner.


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


(b)      The
General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and
absolute discretion, for all REIT Expenses and Administrative Expenses.


6.06      Outside
Activities. Subject to the Articles of Incorporation and any agreements entered into by the General Partner or its Affiliates
with the Partnership or a Subsidiary, or any officer, director, manager, employee, agent, trustee, Affiliate or owner of the General
Partner, the Affiliates of the General Partner and the officers, directors, managers, agents, trustees and owners of the General
Partner and its Affiliates shall be entitled to and may have business interests and engage in business activities in addition to
those relating to the Partnership, including business interests and activities substantially similar or identical to those of the
Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such
business ventures, interests or activities. None of the Limited Partners or any other Person shall have any rights by virtue of
this Agreement or the partnership relationship established hereby in any such business ventures, interests or activities, and neither
the General Partner, nor any Affiliates of the General Partner nor any officers, directors, managers, employees, agents, trustees
or owners of the General Partner or the General Partner's Affiliates shall have any obligation pursuant to this Agreement to offer
any interest in any such business ventures, interests and activities to the Partnership or any Limited Partner, even if such opportunity
is of a character which, if presented to the Partnership or any Limited Partner, could be taken by such Person.




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6.07      Employment
or Retention of Affiliates.


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


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


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


(d)      Except
as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, transfer or convey
any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are
on terms that are fair and reasonable to the Partnership.


6.08      General
Partner Participation. The General Partner agrees that all business activities of the General Partner, including activities
pertaining to the acquisition, development or ownership of any Asset shall be conducted through the Partnership or one or more
Subsidiary Partnerships; provided, however, that the General Partner is allowed to make a direct acquisition, subject to the provisions
of Section 4.02(a)(ii) hereof.


6.09      Title
to Partnership Assets. 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; provided, that title to any or all of the Partnership assets may be held in the
name of the Partnership, the General Partner or one or more nominees, as the General Partner may determine, including Affiliates
of the General Partner. The General Partner hereby declares and warrants that any Partnership assets for which legal title is held
in the name of the General Partner or any nominee or Affiliate of the General Partner shall be held by such Person for the use
and benefit of the Partnership in accordance with the provisions of this Agreement; provided, that the General Partner shall use
its commercially reasonable efforts to cause legal title to such assets to be vested in the Partnership as soon as reasonably practicable.
All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name
in which legal title to such Partnership assets is held.




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6.10      Miscellaneous.
In the event the General Partner redeems any REIT Shares, then the Partnership will be deemed to have purchased from the Original
Limited Partner a number of Partnership Units determined by, and based upon, the application of the Conversion Factor on the same
terms upon which the General Partner redeemed such REIT Shares. Moreover, if the General Partner makes a cash tender offer or other
offer to acquire REIT Shares, then the General Partner shall be deemed to have made a corresponding offer to the Original Limited
Partner to acquire an equivalent number of Partnership Units held by the Original Limited Partner based on the application of the
Conversion Factor. In the event any REIT Shares are redeemed by the General Partner pursuant to such offer, then the Partnership
shall be deemed to have redeemed an equivalent number of the Original Limited Partner's Partnership Units for an equivalent purchase
price based on the application of the Conversion Factor. If the Original Limited Partner holds an insufficient number of Partnership
Units to effect a purchase or redemption contemplated by this Section 6.10, then the Partnership will be deemed to have purchased
or redeemed from the General Partner, after it has purchased or redeemed all of the Original Limited Partner's Partnership Units,
the number of Partnership Units necessary to effect such purchase or redemption.


ARTICLE
VII



CHANGES IN GENERAL PARTNER


7.01      Transfer
of the General Partner’s Partnership Interest.


(a)      The
General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except
as provided in or in connection with a transaction contemplated by Sections 7.01(c), 7.01(d) or 7.01(e), unless Limited Partners
holding more than fifty percent (50%) of the Percentage Interests of the Limited Partner consent to such transfer.


(b)      The
General Partner agrees that the Percentage Interest for it will at all times, be in the aggregate, at least 0.1%.


(c)      Except
as otherwise provided in Section 7.01(d) or (e) hereof, the General Partner shall not engage in any merger, consolidation or other
combination with or into another Person or sale of all or substantially all of its assets (other than in connection with a change
in the General Partner's state of incorporation or organizational form), which, in any such case, results in a change of control
of the General Partner (a "Transaction"), unless:


(i)      the
consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners is obtained; or




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(ii)      as
a result of such Transaction all Limited Partners are granted the right to receive for each Partnership Unit an amount of cash,
securities, or other property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other
property paid in the Transaction to a holder of one REIT Share in consideration of the transfer of one REIT Share; provided, that
if, in connection with the Transaction, a purchase, tender or exchange offer ("Offer") shall have been made to and accepted
by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units shall be given the option to exchange
its Partnership Units for the greatest amount of cash, securities, or other property which a Limited Partner would have received
had it (A) exercised its Exchange Right and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon
exercise of the Exchange Right immediately prior to the expiration of the Offer; or


(iii)      the
General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities,
or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) have the right
to receive in exchange for their Partnership Units an amount of cash, securities, or other property (expressed as an amount per
REIT Share) that is no less than the product of the Conversion Factor and the greatest amount of cash, securities, or other property
(expressed as an amount per REIT Share) received in the Transaction by any holder of REIT Shares.


(d)      Notwithstanding
Section 7.01(c), the General Partner may merge with or into or consolidate with another entity if immediately after such merger
or consolidation (i) substantially all of the assets of the successor or surviving entity (the "Survivor"), other than
Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution
in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the
Survivor in good faith, and (ii) the Survivor expressly agrees to assume all obligations of the General Partner, as appropriate,
hereunder. Upon such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth
in this Section 7.01(d). The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT
Shares Amount and the Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the
existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things,
the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of
REIT Shares or options, warrants or other rights relating thereto, and which a holder of Partnership Units could have acquired
had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall
provide for adjustments to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments
provided for herein with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT
Shares and make such amendments to Section 8.05 hereof so as to approximate the existing rights and obligations set forth in Section
8.05 as closely as reasonably possible. The above provisions of this Section 7.01(d) shall similarly apply to successive mergers
or consolidations permitted hereunder.




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(e)      Notwithstanding
Section 7.01(c), (i) a General Partner may transfer all or any portion of its General Partnership Interest to (A) a wholly-owned
Subsidiary of such General Partner or (B) the owner of all of the ownership interests of such General Partner, and following a
transfer of all of its General Partnership Interest, may withdraw as General Partner; and (ii) the General Partner may engage in
a transaction not required by law or by the rules of any national securities exchange on which the REIT Shares are listed to be
submitted to the vote of the holders of the REIT Shares.


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


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


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


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


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


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




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


7.04      Removal
of a General Partner.


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


(b)      If
a General Partner has been removed pursuant to this Section 7.04 and the Partnership is continued pursuant to Section 7.03 hereof,
such General Partner shall promptly transfer and assign its General Partnership Interest in the Partnership to the substitute General
Partner approved by a majority in interest of the Limited Partners in accordance with Section 7.03(b) hereof and otherwise admitted
to the Partnership in accordance with Section 7.02 hereof. At the time of assignment, the removed General Partner shall be entitled
to receive from the substitute General Partner the fair market value of the General Partnership Interest of such removed General
Partner as reduced by any damages caused to the Partnership by such General Partner's removal. Such fair market value shall be
determined by an appraiser mutually agreed upon by the General Partner and a majority in interest of the Limited Partners within
ten (10) days following the removal of the General Partner. In the event that the parties are unable to agree upon an appraiser,
the removed General Partner and a majority in interest of the Limited Partners shall each select an appraiser. Each such appraiser
shall complete an appraisal of the fair market value of the removed General Partner's General Partnership Interest within thirty
(30) days of the General Partner's removal, and the fair market value of the removed General Partner's General Partnership Interest
shall be the average of the two appraisals; provided, however, that if the higher appraisal exceeds the lower appraisal by more
than twenty percent (20%) of the amount of the lower appraisal, the two appraisers, no later than forty (40) days after the removal
of the General Partner, shall select a third appraiser who shall complete an appraisal of the fair market value of the removed
General Partner's General Partnership Interest no later than sixty (60) days after the removal of the General Partner. In such
case, the fair market value of the removed General Partner's General Partnership Interest shall be the average of the two appraisals
closest in value.




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


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


ARTICLE
VIII



RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS


8.01      Management
of the Partnership. The Limited Partners shall not participate in the management or control of Partnership business nor shall
they transact any business for or on behalf of the Partnership, nor shall they have the power to sign for or bind the Partnership,
such powers being vested solely and exclusively in the General Partner.


8.02      Power
of Attorney. Each Limited Partner hereby irrevocably appoints the General Partner its true and lawful attorney-in-fact, who
may act for each Limited Partner and in its name, place and stead, and for its use and benefit, sign, acknowledge, swear to, deliver,
file or record, at the appropriate public offices, any and all documents, certificates, and instruments as may be deemed necessary
or desirable by the General Partner to carry out fully the provisions of this Agreement and the Act in accordance with their terms,
which power of attorney is coupled with an interest and shall survive the death, dissolution or legal incapacity of the Limited
Partner, or the transfer by the Limited Partner of any part or all of its Partnership Interest.


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


8.04      Ownership
by Limited Partner of Corporate General Partner or Affiliate. No Limited Partner shall at any time, either directly or indirectly,
own any stock or other interest in the General Partner or in any Affiliate thereof, if such ownership by itself or in conjunction
with other stock or other interests owned by other Limited Partners would, in the opinion of counsel for the Partnership, jeopardize
the classification of the Partnership as a partnership for federal income tax purposes. The General Partner shall be entitled to
make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions
of this Section 8.04.




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8.05      Exchange
Right.


(a)      Subject
to Sections 8.05(b), 8.05(c), 8.05(d) and 8.05(e) hereof, and subject to the potential modification of any rights or obligations
provided for herein by agreement(s) between the Partnership and any one or more Limited Partners with respect to Partnership Units
held by them, each Limited Partner shall have the right (the "Exchange Right") to require the Partnership to redeem on
a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal to
and in the form of the Cash Amount to be paid by the Partnership; provided, that such Partnership Units shall have been outstanding
for at least one year. The Exchange Right shall be exercised pursuant to the delivery of an Exchange Notice to the Partnership
(with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the "Exchanging Partner");
provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to
purchase the Partnership Units subject to the Exchange Notice pursuant to Section 8.05(b); and provided further, that no Limited
Partner may deliver more than two Exchange Notices during each calendar year. A Limited Partner may not exercise the Exchange Right
for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership
Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to
receive any distribution paid with respect to such Partnership Units if the record date for such distribution is on or after the
Specified Exchange Date.


(b)      Notwithstanding
the provisions of Section 8.05(a), a Limited Partner that exercises the Exchange Right shall be deemed to have also offered to
sell the Partnership Units described in the Exchange Notice to the General Partner, and the General Partner may, in its sole and
absolute discretion, elect to purchase directly and acquire such Partnership Units by paying to the Exchanging Partner either the
Cash Amount or the REIT Shares Amount, as elected by the General Partner (in its sole and absolute discretion), on the Specified
Exchange Date, whereupon the General Partner shall acquire the Partnership Units offered for exchange by the Exchanging Partner
and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. If the General Partner shall elect
to exercise its right to purchase Partnership Units under this Section 8.05(b) with respect to an Exchange Notice, it shall so
notify the Exchanging Partner within five (5) business days after the receipt by the General Partner of such Exchange Notice. Unless
the General Partner (in its sole and absolute discretion) shall exercise its right to purchase Partnership Units from the Exchanging
Partner pursuant to this Section 8.05(b), the General Partner shall have no obligation to the Exchanging Partner or the Partnership
with respect to the Exchanging Partner's exercise of an Exchange Right. In the event the General Partner shall exercise its right
to purchase Partnership Units with respect to the exercise of an Exchange Right in the manner described in the first sentence of
this Section 8.05(b), the Partnership shall have no obligation to pay any amount to the Exchanging Partner with respect to such
Exchanging Partner's exercise of such Exchange Right, and each of the Exchanging Partner and the General Partner shall treat the
transaction between the General Partner and the Exchanging Partner for federal income tax purposes as a sale of the Exchanging
Partner's Partnership Units to the General Partner. Each Exchanging Partner agrees to execute such documents as the General Partner
may reasonably require in connection with the issuance of REIT Shares to such Exchanging Partner upon exercise of its Exchange
Right.




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(c)      Notwithstanding
the provisions of Sections 8.05(a) and 8.05(b), a Limited Partner shall not be entitled to exercise the Exchange Right if the delivery
of REIT Shares to such Partner on the Specified Exchange Date by the General Partner pursuant to Section 8.05(b) (regardless of
whether or not the General Partner would in fact exercise its rights under Section 8.05(b)) would (i) result in such Partner or
any other Person owning, directly or indirectly, REIT Shares in excess of the ownership limitations described in the Articles of
Incorporation and calculated in accordance therewith, (ii) result in REIT Shares being owned by fewer than one hundred (100) Persons
(determined without reference to any rules of attribution), (iii) result in the General Partner being "closely held"
within the meaning of Section 856(h) of the Code, (iv) cause the General Partner to own, directly or constructively, 10% or more
of the ownership interests in a tenant of the General Partner's, the Partnership's, or a Subsidiary Partnership's real property
within the meaning of Section 856(d)(2)(B) of the Code, or (v) cause the acquisition of REIT Shares by such Partner to be "integrated"
with any other distribution of REIT Shares for purposes of complying with the registration provisions of the Securities Act. The
General Partner, in its sole and absolute discretion, may waive any of the restrictions on exchange set forth in this Section 8.05(c);
provided, however, that in the event any such restriction is waived, the Exchanging Partner shall be paid the Cash Amount.


(d)      Any
Cash Amount to be paid to an Exchanging Partner pursuant to this Section 8.05 shall be paid on the Specified Exchange Date; provided,
however, that the General Partner may elect to cause the Specified Exchange Date to be delayed for up to one-hundred eighty (180)
days to the extent required for the General Partner to cause additional REIT Shares to be issued to provide financing to be used
to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its commercially reasonable
efforts to cause the closing of the acquisition of exchanged Partnership Units hereunder to occur as quickly as reasonably possible.


(e)      Notwithstanding
any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners
to exercise their Exchange Rights as and if deemed necessary to ensure that the Partnership does not constitute a "publicly
traded partnership" under Section 7704 of the Code. If and when the General Partner determines that imposing such restrictions
is necessary, the General Partner shall give prompt written notice thereof (a "Restriction Notice") to each of the Limited
Partners.


8.06      RESERVED.


8.07      Duties
and Conflicts. The General Partner recognizes that the Limited Partners and their Affiliates have or may have other business
interests, activities and investments, some of which may be in conflict or competition with the business of the Partnership, and
that such Persons are entitled to carry on such other business interests, activities and investments. The Limited Partners and
their Affiliates may engage in or possess an interest in any other business or venture of any kind, independently or with others,
on their own behalf or on behalf of other entities with which they are affiliated or associated, and such Persons may engage in
any activities, whether or not competitive with the Partnership, without any obligation to offer any interest in such activities
to the Partnership or to any Partner. Neither the Partnership nor any Partner shall have any right, by virtue of this Agreement,
in or to such activities, or the income or profits derived therefrom, and the pursuit of such activities, even if competitive with
the business of the Partnership, and such activities shall not be deemed wrongful or improper.




    	36



    	 



    


ARTICLE
IX



TRANSFERS OF LIMITED PARTNERSHIP INTERESTS


9.01      Purchase
for Investment.


(a)      Each
Limited Partner hereby represents and warrants to the General Partner and to the Partnership that the acquisition of its Partnership
Interest is made as a principal for its account for investment purposes only and not with a view to the resale or distribution
of such Partnership Interest.


(b)      Each
Limited Partner agrees that it will not sell, assign or otherwise transfer its Partnership Interest or any fraction thereof, whether
voluntarily or by operation of law or at judicial sale or otherwise, to any Person who does not make the representations and warranties
to the General Partner set forth in Section 9.01(a) above.


9.02      Restrictions
on Transfer of Limited Partnership Interests.


(a)      Subject
to the provisions of Sections 9.02(b) and 9.02(c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise
transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner's economic rights as a Limited
Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "Transfer"), without
the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported
transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General
Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the
Partnership in connection therewith.


(b)      No
Limited Partner may withdraw from the Partnership other than as a result of: (i) a permitted Transfer (i.e., a Transfer consented
to as contemplated by paragraph (a) above or a Transfer made pursuant to Section 9.05 below) of all of its Partnership Units pursuant
to this Article IX or (ii) pursuant to an exchange of all of its Partnership Units pursuant to Section 8.05 above. Upon the permitted
Transfer or redemption of all of a Limited Partner's Partnership Units, such Limited Partner shall cease to be a Limited Partner.


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


(d)      No
Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of
legal counsel for the Partnership, the transfer would result in the Partnership's being treated as an association taxable as a
corporation, (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner
to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the
Code, or (iii) such transfer is effectuated through an "established securities market" or a "secondary market"
(or the substantial equivalent thereof) within the meaning of Section 7704 of the Code.




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(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
Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning
of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute
discretion; provided, that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership
and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously
with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to
such lender under Section 752 of the Code.


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


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


9.03      Admission
of Substitute Limited Partner.


(a)      Subject
to the other provisions of this Article IX, an assignee of the Limited Partnership Interest of a Limited Partner (which shall be
understood to include any purchaser, transferee, donee or other recipient of any disposition of such Limited Partnership Interest)
shall be deemed admitted as a Limited Partner of the Partnership only with the consent of the General Partner and upon the satisfactory
completion of the following:


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


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


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


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




    	38



    	 



    


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


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


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


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


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


9.04      Rights
of Assignees of Partnership Interests.


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


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


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




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


ARTICLE
X



BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS


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


10.02      Custody
of Partnership Funds; Bank Accounts.


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


(b)      All
deposits and other funds not needed in the operation of the business of the Partnership may be invested by the General Partner
in investment grade instruments (or investment companies whose portfolio consists primarily thereof), government obligations, certificates
of deposit, bankers' acceptances and municipal notes and bonds. The funds of the Partnership shall not be commingled with the funds
of any other Person except for such commingling as may necessarily result from an investment in those investment companies permitted
by this Section 10.02(b).




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10.03      Fiscal
and Taxable Year. The fiscal and taxable year of the Partnership shall be the calendar year.


10.04      Annual
Tax Information and Report. The General Partner will use its commercially reasonable efforts to supply within seventy-five
(75) days after the end of each fiscal year of the Partnership to each person who was a Limited Partner at any time during such
year the tax information necessary to file such Limited Partner's individual tax returns as shall be reasonably required by law,
and in all events the General Partner shall furnish such information within the time required by applicable law.


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


(a)      The
General Partner shall be the Tax Matters Partner of the Partnership within the meaning of Section 6231(a)(7) of the Code. As Tax
Matters Partner, the General Partner shall have the right and obligation to take all actions authorized and required, respectively,
by the Code for the Tax Matters Partner. The General Partner shall have the right to retain professional assistance in respect
of any audit of the Partnership by the Service and all out-of-pocket expenses and fees incurred by the General Partner on behalf
of the Partnership as Tax Matters Partner shall constitute Partnership expenses. In the event the General Partner receives notice
of a final Partnership adjustment under Section 6223(a)(2) of the Code, the General Partner shall either (i) file a court petition
for judicial review of such final adjustment within the period provided under Section 6226(a) of the Code, a copy of which petition
shall be mailed to all Limited Partners on the date such petition is filed, or (ii) mail a written notice to all Limited Partners,
within such period, that describes the General Partner's reasons for determining not to file such a petition.


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


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




    	41



    	 



    


10.06      Reports
to Limited Partners.


(a)      As
soon as practicable after the close of each fiscal quarter (other than the last quarter of the fiscal year), the General Partner
shall cause to be mailed to each Limited Partner a quarterly report containing financial statements of the Partnership, or of the
General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal quarter
presented in accordance with generally accepted accounting principles. As soon as practicable after the close of each fiscal year,
the General Partner shall cause to be mailed to each Limited Partner an annual report containing financial statements of the Partnership,
or of the General Partner if such statements are prepared solely on a consolidated basis with the General Partner, for such fiscal
year, presented in accordance with generally accepted accounting principles. The annual financial statements shall be audited by
accountants selected by the General Partner.


(b)      Any
Partner shall further have the right to a private audit of the books and records of the Partnership, provided such audit is made
for Partnership purposes and at the expense of the Partner desiring it, and it is made during normal business hours.


ARTICLE
XI



AMENDMENT OF AGREEMENT; MERGER


11.01      Amendment.
The General Partner's consent shall be required for any amendment to this Agreement. The General Partner, without the consent of
the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership
or business entity (as defined in Section 17-211 of the Act) in a transaction pursuant to Section 7.01(c), (d) or (e) hereof; provided,
however, that the following amendments and any other merger or consolidation of the Partnership shall require the consent of Limited
Partners holding more than fifty percent (50%) of the Percentage Interests of the Limited Partners:


(a)      any
amendment affecting the operation of the Conversion Factor or the Exchange Right (except as provided in Sections 8.05(d) or 7.01(d)
hereof) in a manner adverse to the Limited Partners;


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


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


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




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ARTICLE
XII



GENERAL PROVISIONS


12.01      Notices.
All communications required or permitted under this Agreement shall be in writing and shall be deemed to have been given when delivered
personally or upon deposit in the United States mail, registered, postage prepaid return receipt requested, if to the General Partner,
at Two Liberty Square, 10th Floor, Boston, Massachusetts 02109, attention: Jeffrey E. Witherell, and if to any other
Partner, at such address set forth in Exhibit A attached hereto; provided, however, that any Partner may specify a different
address by notifying the General Partner in writing of such different address. Notices to the Partnership shall be delivered at
or mailed to its specified office.


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


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


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


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


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


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


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


12.09      Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware; provided, however,
that any cause of action for violation of federal or state securities law shall not be governed by this Section 12.09.




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12.10      ACKNOWLEDGEMENT
AS TO EXCULPATION AND INDEMNIFICATION. THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT CONTAINS EXCULPATION AND
INDEMNIFICATION IN RESPECT OF THE ACTIONS OR OMISSIONS OF THE GENERAL PARTNER AND DIRECTORS, OFFICERS AND AFFILIATES OF THE GENERAL
PARTNER BY THE PARTNERSHIP EVEN IF SUCH ACTIONS OR OMISSIONS CONSTITUTE NEGLIGENCE OF SUCH PERSONS.




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IN WITNESS WHEREOF,
the parties hereto have hereunder affixed their signatures to this Amended and Restated Agreement of Limited Partnership of Plymouth
Industrial OP, LP to be effective as of the 1st day of July, 2014.


GENERAL PARTNER:


 


PLYMOUTH INDUSTRIAL REIT, INC.


 


 


By: /s/ Jeffrey E. Witherall____________________      


Name: Jeffrey E. Witherell


Title: Chief Executive Officer


 


 


 


ORIGINAL LIMITED PARTNER:


 


PLYMOUTH OP LIMITED, LLC


 


 


By:/s/ Pendleton P. White, Jr.__________________      


Name: Pendleton P. White, Jr.


Title: President


 




    	45



    	 



    


EXHIBIT A - Limited Partners and Limited Partners' Capital Contributions
and Partnership Units


 


EXHIBIT B - Notice of Exercise of Exchange Right


 


 




    	 



    	 



    


EXHIBIT A


LIMITED PARTNERS AND LIMITED PARTNERS'
CAPITAL CONTRIBUTIONS AND PARTNERSHIP UNITS


As of July 1, 2014


 


	 	 	 	 	Agreed Value	 	 
	 	 	Cash	 	of Property	 	Partnership
	Partners	 	Contribution	 	Contribution	 	Units
	 	 	 	 	 	 	 
	GENERAL PARTNER:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Plymouth Industrial REIT, Inc.	 	$	1.00	 	 	 	N/A	 	 	 	.1	 
	260 Franklin Street, Suite 1900	 	 	 	 	 	 	 	 	 	 	 	 
	Boston, Massachusetts 02110	 	 	 	 	 	 	 	 	 	 	 	 
	Attn: Jeffrey E. Witherell	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	ORIGINAL LIMITED PARTNER:	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Plymouth OP Limited, LLC	 	$	999.00	 	 	 	N/A	 	 	 	99.9	 
	260 Franklin Street, Suite 1900	 	 	 	 	 	 	 	 	 	 	 	 
	Boston, Massachusetts 02110	 	 	 	 	 	 	 	 	 	 	 	 
	Attn: Jeffrey E. Witherell	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	ADDITIONAL LIMITED PARTNERS:	 	 	 	 	 	 	 	 	 	 	 	 



 


 


 


 




    	 



    	 



    


EXHIBIT B


NOTICE OF EXERCISE OF EXCHANGE RIGHT


In accordance with the Amended and Restated Agreement of Limited
Partnership of Plymouth Industrial OP, LP, as amended (the "Agreement"), the undersigned hereby irrevocably (i) presents
for exchange ___________ Partnership Units in Plymouth Industrial OP, LP in accordance with the terms of the Agreement and the
Exchange Right referred to therein; (ii) surrenders such Partnership Units and all right, title and interest therein; and (iii)
directs that the Cash Amount or REIT Shares Amount (as defined in the Agreement) as determined by the General Partner deliverable
upon exercise of the Exchange Right be delivered to the address specified below, and if REIT Shares (as defined in the Agreement)
are to be delivered, such REIT Shares be registered or placed in the name(s) and at the address(es) specified below.


 





	Dated: ______________________	 
	 	
        (Name of Limited Partner)

         

	 	 
	 	 
	 	
        (Signature of Limited Partner)

         

	 	 
	 	 
	 	
        (Mailing Address)

         

	 	 
	 	 
	 	
        (City)          (State)
                   (Zip Code)

         

	 	 
	 	 
	 	
        Signature Guaranteed by:

         

	 	 
	 	 
	
        If REIT Shares are to be issued, issue to:

         

        Name: ______________________________
	 
	 	 
	 	 
	
        Social Security

        or Tax I.D. Number: ___________________