Exhibit 10.1


 


AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT


 


OF


 


NRI REAL TOKEN LP


 


A DELAWARE LIMITED PARTNERSHIP


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     


     


    

 


TABLE OF CONTENTS


 


	 	 	 	Page
	ARTICLE 1 DEFINED TERMS	2
	 	 
	ARTICLE 2 PARTNERSHIP FORMATION AND IDENTIFICATION	12
	 	2.1	Formation	12
	 	2.2	Name, Office and Registered Agent	12
	 	2.3	Partners	12
	 	2.4	Term and Dissolution	12
	 	2.5	Filing of Certificate and Perfection of Limited Partnership	13
	 	2.6	Certificates Describing Partnership Units	13
	 	 	 	 
	ARTICLE 3 BUSINESS OF THE PARTNERSHIP	14
	 	 	 
	ARTICLE 4 CAPITAL CONTRIBUTIONS AND ACCOUNTS	15
	 	4.1	Capital Contributions	15
	 	4.2	Additional Capital Contributions and Issuances of Additional Partnership Interests	15
	 	4.3	Additional Funding	17
	 	4.4	Capital Accounts	17
	 	4.5	Percentage Interests	18
	 	4.6	No Interest On Contributions	18
	 	4.7	Return Of Capital Contributions	18
	 	4.8	No Third Party Beneficiary	18
	 	 	 	 
	ARTICLE 5 PROFITS AND LOSSES; DISTRIBUTIONS	19
	 	5.1	Allocation of Profit and Loss.	19
	 	5.2	Distributions	23
	 	5.3	REIT Distribution Requirements	26
	 	5.4	No Right to Distributions in Kind	26
	 	5.5	Limitations on Return of Capital Contributions	26
	 	5.6	Intentionally Omitted	26
	 	5.7	Distributions Upon Liquidation	26
	 	5.8	Substantial Economic Effect	26
	 	 	 	 
	ARTICLE 6 RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER	27
	 	6.1	Management of the Partnership.	27
	 	6.2	Delegation of Responsibility	31
	 	6.3	Indemnification and Exculpation of Indemnitees	32
	 	6.4	Liability of the General Partner	33
	 	6.5	Reimbursement of General Partner	35
	 	6.6	Outside Activities	35
	 	6.7	Employment or Retention of Affiliates	35
	 	6.8	General Partner Participation	36
	 	6.9	Title to Partnership Assets	36
	 	6.10	Redemption and Exchanges of REIT Shares.	36
	 	6.11	No Duplication of Fees or Expenses	36



 






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	ARTICLE 7 CHANGES IN GENERAL PARTNER	37
	 	7.1	Transfer of the General Partner’s Partnership Interest	37
	 	7.2	Admission of a Substitute or Additional General Partner	39
	 	7.3	Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner.	39
	 	7.4	Removal of a General Partner	40
	 	 	 	 
	ARTICLE 8 RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS	41
	 	8.1	Management of the Partnership	41
	 	8.2	Power of Attorney	41
	 	8.3	Limitation on Liability of Limited Partners	41
	 	8.4	OP Unit Redemption Right	41
	 	8.5	Redemption, Exchange or Retention of the Special OP Units in a Terminal Event.	43
	 	8.6	Redemption and Exchange of Partnership Units by the Special OP Unitholder	45
	 	 	 	 
	ARTICLE 9 TRANSFERS OF LIMITED PARTNERSHIP INTERESTS	46
	 	9.1	Purchase for Investment	46
	 	9.2	Restrictions on Transfer of Limited Partnership Interests	46
	 	9.3	Admission of Substitute Limited Partner	47
	 	9.4	Rights of Assignees of Partnership Interests	49
	 	9.5	Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner	49
	 	9.6	Joint Ownership of Interests	49
	 	 	 	 
	ARTICLE 10 BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS	50
	 	10.1	Books and Records	50
	 	10.2	Custody of Partnership Funds; Bank Accounts	50
	 	10.3	Fiscal and Taxable Year	50
	 	10.4	Annual Tax Information and Report	50
	 	10.5	Partnership Representative; Tax Elections; Special Basis Adjustments	50
	 	10.6	Reports to Limited Partners	52
	 	10.7	Safe Harbor Election	52
	 	 	 	 
	ARTICLE 11 AMENDMENT OF AGREEMENT	53
	 	 	 	 
	ARTICLE 12 GENERAL PROVISIONS	54
	 	12.1	Notices	54
	 	12.2	Survival of Rights	54
	 	12.3	Additional Documents	54
	 	12.4	Severability	54
	 	12.5	Entire Agreement	54
	 	12.6	Pronouns and Plurals	54
	 	12.7	Headings	54
	 	12.8	Counterparts	54
	 	12.9	Governing Law	54


 






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EXHIBITS


 


EXHIBIT A — Partners, Contributions,
Types of Interests, Type and Number of Units and Percentage Interests


EXHIBIT B — Notice of Exercise
of OP Unit Redemption Right


 


ANNEXES 



 


ANNEX A — Designation of the
Series A Preferred Units of NRI Real Token LP


 






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AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

NRI REAL TOKEN LP


 


This Amended and Restated
Limited Partnership Agreement (this “Agreement”) of NRI Real Token LP (the “Partnership”) is entered
into as of this 30th day of September, 2022, between NRI Real Estate Investment & Technology, Inc. (f/k/a NRI Real Token, Inc.), a
Maryland corporation (in its capacity as general partner of the Partnership, together with its successors and assigns that are admitted
to the Partnership as a general partner of the Partnership in accordance with the terms hereof, the “General Partner”),
NRI Real Token Thesis LLC, a Delaware limited liability company (the “Special OP Unitholder”) and the Limited Partners
set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them
in Article 1.


 


AGREEMENT


 


WHEREAS, Partnership, was
formed on May 28, 2021 as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership
filed with the Office of the Secretary of State of the State of Delaware on May 28, 2021;


 


WHEREAS, the Limited Partnership
Agreement of the Partnership was entered into by the parties thereto on November 19, 2021, as amended by the First Amendment to Limited
Partnership Agreement of the Partnership on April 11, 2022 (the “Original Agreement”);


 


WHEREAS, the General Partner
has qualified as a real estate investment trust under the Internal Revenue Code of 1986, as amended, and intends to continue to so qualify;


 


WHEREAS, the General Partner
was defined as the “REIT General Partner” under the Original Agreement, and the Special OP Unitholder was defined as the “Sponsor
General Partner” under the Original Agreement;


 


WHEREAS, the General Partner
and the Special OP Unitholder desire to (i) convert the General Partnership Interest of the “Sponsor General Partner” into
a Limited Partnership Interest and assign all rights and obligations of the “Sponsor General Partner” under the Original Agreement
to the General Partner as set forth in this Agreement and the General Partner is willing to assume all such rights and obligations and
(ii) redesignate the “Special GP Interest” (as such term is defined in the Original Agreement) as the Special OP Units as
set forth herein;


 


WHEREAS, (a) Article 11
of the Original Agreement permits the General Partners to mutually consent to amend the Original Agreement without the consent of any
Limited Partner, except in certain limited circumstances, and (b) Section 11(c) of the Original Agreement requires the consent
of the “Sponsor General Partner” to amend Sections 5.1(b), 5.2 and 6.12 of the Original Agreement;


 


WHEREAS, pursuant to the authority
granted to the General Partner and Special OP Unitholder pursuant to Article 11 of the Original Agreement, they mutually desire
to amend and restate the Original Agreement in its entirety to include all amendments to date and all changes necessary to accomplish
the goals of the fifth WHEREAS clause above; and


 


WHEREAS, the parties hereto
wish to establish herein their respective rights and obligations in connection with all of the foregoing and certain other matters.


 





 






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


 


ARTICLE 1




DEFINED TERMS


 


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


 


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


 


“ADDITIONAL FUNDS”
has the meaning set forth in Section 4.3 hereof.


 


“ADDITIONAL SECURITIES”
means any additional REIT Shares (other than REIT Shares issued in connection with a redemption pursuant to Section 8.4 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 4.2(a)(ii).


 


“ADMINISTRATIVE EXPENSES”
means (i) all administrative and operating costs and expenses incurred by the Partnership, (ii) those administrative costs and expenses
of the General Partner, including any salaries or other payments to directors, officers or employees of the General Partner, and any accounting
and legal expenses of the General Partner, which expenses, the Partners have agreed, are expenses of the Partnership and not the General
Partner, (iii) 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, (iv) costs and expenses relating to any Offering and registration of securities by the Partnership or
and all statements, reports, fees and expenses incidental thereto, including, without limitation, underwriting discounts and selling commissions
applicable to any such Offering, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters
or placement agents thereof, (v) costs and expenses associated with any repurchase of any securities by the General Partner, (vi) costs
and expenses associated with the preparation and filing of any periodic or other reports and communications by the General Partner or
the Partnership under federal, state or local laws or regulations, (vii) costs and expenses associated with compliance by the General
Partner or the Partnership with laws, rules and regulations promulgated by any regulatory body, including the Commission and any securities
exchange, (viii) costs and expenses associated with any 401(k) plan, incentive plan, bonus plan or other plan providing for compensation
for the employees of the General Partner, (ix) costs and expenses incurred by the General Partner relating to any issuing or redemption
of Partnership Interests and (x) 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.


 


“ADVISOR” or “ADVISORS”
has the meaning set forth in the Advisory Agreement.


 


“ADVISORY AGREEMENT”
means that certain Amended and Restated Advisory Agreement, dated as of even date herewith, among the General Partner, the Partnership
and the Advisor pursuant to which the Advisor will direct or perform the functions outlined therein.


 


“AFFECTED GAIN” has the meaning set
forth in Section 5.1(i)(ii) hereof.


 






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“AFFILIATE” means,
with respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent
or more of the outstanding voting securities of such other Person; (ii) any Person ten percent 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 the fair market value of a Partner’s non-cash Capital Contribution as of the date of contribution as agreed to by such Partner
and the General Partner. The names and addresses of the Partners, number of Partnership Units issued to each Partner, and the Agreed Value
of any non-cash Capital Contributions as of the date of contribution are set forth on Exhibit A.


 


“AGREEMENT” has the meaning set forth
in the preamble.


 


“APPLICABLE PERCENTAGE”
has the meaning set forth in Section 8.4(b) hereof. “ASSET” means any asset (other than the Property), Mortgage, other
debt or other investment (other than investments in bank accounts, money market funds or other current assets) owned by the General Partner,
indirectly through the Partnership or one or more of its subsidiaries.


 


“BUSINESS DAY”
means any day on which the New York Stock Exchange is open for trading.


 


“CAPITAL ACCOUNT” has the meaning set
forth in Section 4.4 hereof.


 


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


 


“CARRYING VALUE”
means, with respect to any asset of the Partnership, the asset’s adjusted net basis for federal income tax purposes or, in the case
of any asset contributed to the Partnership, the fair market value of such asset at the time of contribution, reduced by any amounts attributable
to the inclusion of liabilities in basis pursuant to Section 752 of the Code, except that the Carrying Values of all assets may, at the
discretion of the General Partner be adjusted to equal their respective fair market values (as determined by the General Partner), in
accordance with the rules set forth in Regulations Section 1.704-1(b)(2)(iv)(f), as provided for in Section 4.4. In the case of
any asset of the Partnership that has a Carrying Value that differs from its adjusted tax basis, the Carrying Value shall be adjusted
by the amount of depreciation, depletion and amortization calculated for purposes of the allocations of net income and net loss pursuant
to Article 5 hereof rather than the amount of depreciation, depletion and amortization determined for federal income tax purposes.


 






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“CASH AMOUNT”
means an amount of cash per Partnership Unit equal to the Value of the REIT Shares Amount on the date of receipt by the General Partner
of a Notice of Redemption.


 


“CERTIFICATE”
means any instrument or document that is required under the laws of the State of Delaware, or any other jurisdiction in which the Partnership
conducts business, to be signed and sworn to by the Partners of the Partnership (either by themselves or pursuant to the power-of-attorney
granted to the General Partner in Section 8.2 hereof) and filed for recording in the appropriate public offices within the State
of Delaware or such other jurisdiction to perfect or maintain the Partnership as a limited partnership, to effect the admission, withdrawal,
or substitution of any Partner of the Partnership, or to protect the limited liability of the Limited Partners as limited partners under
the laws of the State of Delaware or such other jurisdiction.


 


“CHARTER” 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.


 


“CLAWBACK” has
the meaning set forth in Section 5.2(f) hereof.


 


“CLAWBACK UNITS”
has the meaning set forth in Section 5.2(f) hereof.


 


“CODE” means the
Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any particular provision of
the Code shall mean that provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as
interpreted by any applicable regulations as in effect from time to time.


 


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


 


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


 


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


 






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“CRYSTALLIZATION EVENT”
means, in reference to a distribution of units to be made pursuant to section 5.2(b), the periodic valuation or revaluation of the Properties
of the Partnership to reflect each asset’s then fair market value, by a manner and with assistance of third-party professional consultants
as determined by the General Partner in its reasonable discretion, for purposes of determining the value of additional OP Units to be
distributed to the Special OP Unitholder.


 


“DEFAULTING LIMITED
PARTNER” has the meaning set forth in Section 5.2(c) hereof.


 


“DESIGNATED INDIVIDUAL”
has the meaning set forth in Section 10.5(a)(i) hereof.


 


“DIRECTOR” has
the meaning set forth in the Charter.


 


“EFFECTIVE DATE”
means the date as of which this Agreement is entered into.


 


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


 


“EXCEPTED HOLDER LIMIT”
has the meaning set forth in the Charter.


 


“EXCHANGED REIT SHARES”
has the meaning set forth in Section 6.10(b) hereof.


 


“GENERAL PARTNER”
has the meaning set forth in the Preamble, and any Person who becomes a substitute or additional General Partner as provided herein, and
any of their successors as General Partner.


 


“GENERAL PARTNER LOAN”
has the meaning set forth in Section 5.2(c) hereof.


 


“GENERAL PARTNERSHIP
INTEREST” means a Partnership Interest held by the General Partner.


 






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“HURDLE RATE”
has the meaning set forth in Section 5.2(f) hereof.


 


“INDEMNITEE” means
the General Partner, the Advisor or any of its Affiliates or any employee, director or Affiliate of the General Partner or the Partnership.


 


“INDEPENDENT DIRECTORS”
has the meaning set forth in the Charter.


 


“JOINT VENTURE”
means those joint venture, co-investment, co-ownership or partnership arrangements in which the General Partner or any of its Subsidiaries
is a co- venturer or general partner established to acquire or hold Assets.


 


“LIABILITY SHORTFALL”
has the meaning set forth in Section 5.1(i)(iv) hereof.


 


“LIMITED PARTNER”
means any Person named as a Limited Partner on Exhibit A attached hereto and any Person who becomes a Substitute 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, including, for the avoidance
of doubt, the Special OP Units.


 


“MORTGAGES” means,
in connection with mortgage financing provided, invested in, participated in or purchased, all of the notes, deeds of trust, security
interests or other evidences of indebtedness or obligations, which are secured or collateralized by Real Property owned by the borrowers
under such notes, deeds of trust, security interests or other evidences of indebtedness or obligations.


 


“NET SALES PROCEEDS”
means, in the case of a transaction described in clause (i)(A) of the definition of Sale, the proceeds of any such transaction
less the amount of selling expenses incurred by or on behalf of the General Partner or the Partnership, including all real estate commissions,
closing costs and legal fees and expenses. In the case of a transaction described in clause (i)(B) of such definition, Net Sales
Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the General Partner
or the Partnership, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In
the case of a transaction described in clause (i)(C) of such definition, Net Sales Proceeds means the proceeds of any such transaction
actually distributed to the Partnership from the Joint Venture less the amount of any selling expenses, including legal fees and expenses
incurred by or on behalf of the General Partner (other than those paid by the Joint Venture). In the case of a transaction or series of
transactions described in clause (i)(D) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction
(including the aggregate of all payments under a Mortgage or in satisfaction thereof other than regularly scheduled interest payments)
less the amount of selling expenses incurred by or on behalf of the General Partner or the Partnership, including all commissions, closing
costs and legal fees and expenses. In the case of a transaction described in clause (i)(E) of such definition, Net Sales Proceeds
means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the General Partner or the
Partnership, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case
of a transaction described in clause (ii) of the definition of Sale, Net Sales Proceeds means the proceeds of such transaction
or series of transactions less all amounts generated thereby which are reinvested in one or more Properties within 180 days thereafter
and less the amount of any real estate commissions, closing costs, and legal fees and expenses and other selling expenses incurred by
or allocated to the General Partner or the Partnership in connection with such transaction or series of transactions. Net Sales Proceeds
shall also include any amounts that the General Partner determines, in its discretion, to be economically equivalent to proceeds of a
Sale. Net Sales Proceeds shall not include any reserves established by the General Partner in its sole discretion.


 






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“NOTICE OF REDEMPTION”
means the Notice of Exercise of OP Unit Redemption Right substantially in the form attached as Exhibit B hereto.


 


“OFFER” has the
meaning set forth in Section 7.1(c)(ii) hereof.


 


“OFFERING” means
the offer and sale of Partnership Interests to the public.


 


“OP UNIT” means
a Partnership Unit which is designated as an OP Unit of the Partnership.


 


“OP UNIT REDEMPTION
RIGHT” has the meaning set forth in Section 8.4(a) hereof.


 


“OP UNITHOLDER”
means a Partner that holds OP Units.


 


“OWNERSHIP LIMIT”
has the meaning set forth in the Charter.


 


“PARTNER” means
any General Partner or Limited Partner.


 


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


 


“PARTNERSHIP”
has the meaning set forth in the recitals.


 


“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 LOAN”
has the meaning set forth in Section 5.2(c) hereof.


 


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


 






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“PARTNERSHIP RECORD
DATE” means the record date established by the General Partner for the distribution of cash pursuant to Section 5.2 hereof,
which record date shall be the same as the record date established by the General Partner for a distribution to its shareholders of some
or all of its portion of such distribution.


 


“PARTNERSHIP REPRESENTATIVE”
has the meaning set forth in Section 10.5(a)(i) hereof.


 


“PARTNERSHIP UNIT”
means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder, excluding the Partnership Interest
represented by the Special OP Units, and includes OP Units, Series A Preferred Units and any other class or series of Partnership Units
that may be established after the date hereof. The number of Partnership Units outstanding and the Percentage Interests represented by
such Partnership Units, if any, 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 total number of Partnership Units then outstanding (other than the Preferred Units). The Percentage Interest
of each Partner shall be as set forth on Exhibit A, as such Exhibit may be amended from time to time.


 


“PERSON” means
an individual, corporation, partnership, limited liability company, estate, trust (including a trust qualified under Sections 401(a) or
501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section
642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity
and also includes a group as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended from
time to time, and a group to which an Excepted Holder Limit applies.


 


“PRECONTRIBUTION GAIN”
has the meaning set forth in Section 5.1(i)(iii) hereof.


 


“PREFERRED UNITS”
means all Partnership Units designated as preferred units by the General Partner from time to time in accordance with Section 4.2(a),
including the Series A Preferred Units.


 


“PRIORITY RETURN”
means an 8% cumulative, pre-tax annual return, compounded monthly.


 


“PROPERTY” means,
as the context requires, all or a portion of the Real Property acquired by the Partnership, directly or indirectly, and commonly known
as THesis Miami, located at 1350 S Dixie Hwy, Coral Gables, Florida 33146,


 


“PROPERTIES” means,
as the context requires, all or a portion of the Property and each Real Property that may be acquired by the Partnership, directly or
indirectly through joint venture or co-ownership arrangements or other partnership or investment activities.


 






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“REAL PROPERTY”
means land, rights in land (including leasehold interests), and any buildings, structures, improvements, furnishings, fixtures and equipment
located on or used in connection with land and rights or interests in land.


 


“RECEIVED REIT SHARES”
has the meaning set forth in Section 6.10(b) hereof.


 


“REDEMPTION” has
the meaning set forth in Section 8.4(a).


 


“REGULATIONS”
means the Federal income tax regulations promulgated under the Code, as amended and as hereafter amended from time to time. Reference
to any particular provision of the Regulations shall mean that provision of the Regulations on the date hereof and any successor provision
of the Regulations.


 


“REGULATORY ALLOCATIONS”
has the meaning set forth in Section 5.1(i) hereof. “REIT” means a corporation, trust, association or other legal entity
(other than a real estate syndication) that qualifies as a real estate investment trust under Sections 856 through 860 of the Code, and
any successor or other provisions of the Code relating to real estate investment trusts (including provisions as to the attribution of
ownership of beneficial interests therein) and the regulations promulgated thereunder.


 


“REIT SHARE” means
one share of common stock, par value $0.01 per share, of the General Partner (or Successor Entity, as the case may be), which may be held
in book-entry, paper certificate or digital (represented by a Security Token) form.


 


“REIT SHARES AMOUNT”
means, with respect to Tendered Units, a number of REIT Shares equal to the product of the number of OP Units offered for exchange by
a Tendering Party, multiplied by the Conversion Factor, as adjusted to and including the Specified Redemption 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 shareholders 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 Redemption Date, then the REIT Shares Amount shall also include the rights issuable to
a holder of the REIT Shares Amount of REIT Shares on the record date fixed for purposes of determining the holders of REIT Shares entitled
to rights.


 


“RELATED PARTY”
means, with respect to any Person, any other Person whose ownership of shares of the General Partner’s capital stock would be attributed
to the first such Person under Code Section 544 (as modified by Code Section 856(h)(1)(B)).


 


“RESTRICTED OP UNITS”
has the meaning set forth in Section 8.6.


 


“RESTRICTION NOTICE”
has the meaning set forth in Section 8.4(e) hereof.


 


“SAFE HARBOR”
means, the election described in the Safe Harbor Regulation, pursuant to which a partnership and all of its partners may elect to treat
the fair market value of a partnership interest that is transferred in connection with the performance of services as being equal to the
liquidation value of that interest.


 






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“SAFE HARBOR ELECTION”
means the election by a partnership and its partners to apply the Safe Harbor, as described in the Safe Harbor Regulation and Internal
Revenue Service Notice 2005-43, issued on May 19, 2005.


 


“SAFE HARBOR REGULATION”
means Proposed Treasury Regulations Section 1.83- 3(l) issued on May 19, 2005.


 


“SALE” means (i)
any transaction or series of transactions whereby: (A) the Partnership directly or indirectly (except as described in other subsections
of this definition) 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; (B) 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 of the interest of the
Partnership in any Joint Venture in which it is a co-venturer or partner; (C) 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 Property which gives rise to insurance claims
or condemnation awards; (D) 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) of amounts owed pursuant to such Mortgage and
any event which gives rise to a significant amount of insurance proceeds or similar awards; or (E) 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 not previously described in this definition or any portion thereof, but (ii) not including any transaction or
series of transactions specified in clause (i)(A) through (E) above in which the proceeds of such transaction or series
of transactions are reinvested by the Partnership in one or more Properties within 180 days thereafter.


 


“SECURITIES ACT”
means the Securities Act of 1933, as amended from time to time, or any successor statute thereto. Reference to any provision of the Securities
Act shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted
by any applicable regulations as in effect from time to time.


 


“SECURITY TOKEN”
means the digital representation of one REIT Share designated as an “NRI Real Estate Security Token.”


 


“SERIES A PREFERRED
UNITS” has the meaning set forth in Annex A.


 


“SERVICE” means
the United States Internal Revenue Service.


 


“SPECIAL OP UNITS”
means a series of Partnership Interests, designated as the Special OP Units, issued pursuant to Section 4.1. The Special OP Unitholder
in such capacity shall have the same rights and preferences as a holder of a Partnership Unit under this Agreement that is a Limited Partner
except as otherwise set forth in this Agreement.


 






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“SPECIAL OP UNIT TERMINAL
DISTRIBUTION” has the meaning set forth in Section 8.5(b)(iii) hereof.


 


“SPECIAL OP UNIT VALUE”
has the meaning set forth in Section 8.5(b)(i) hereof.


 


“SPECIAL OP UNITHOLDER”
has the meaning set forth in the Preamble.


 


“SPECIFIED REDEMPTION
DATE” means the first business day of the month that is at least sixty (60) Business Days after the receipt by the General Partner
of the Notice of Redemption.


 


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


 


“SUBSIDIARY PARTNERSHIP”
means any partnership of which the partnership interests therein are owned directly or indirectly by the Partnership.


 


“SUBSTITUTE LIMITED
PARTNER” means any Person admitted to the Partnership as a Limited Partner pursuant to Section 9.3 hereof.


 


“SUCCESSOR ENTITY”
has the meaning set forth in the definition of “Conversion Factor” contained herein.


 


“SURVIVOR” has
the meaning set forth in Section 7.1(d) hereof.


 


“TAX ITEMS” has
the meaning set forth in Section 5.1(i)(i) hereof.


 


“TENDERED UNITS”
has the meaning set forth in Section 8.4(a) hereof.


 


“TENDERING PARTY”
has the meaning set forth in Section 8.4(a) hereof.


 


“TERMINAL EVENT”
has the meaning set forth in Section 8.5(a) hereof.


 


“TRANSACTION”
has the meaning set forth in Section 7.1(c) hereof.


 


“TRANSFER” has
the meaning set forth in Section 9.2(a) hereof.


 


“UNITHOLDERS”
means all holders of Partnership Units.


 


“VALUE” means
for the REIT Shares, the fair market value of the REIT Shares which will equal: (i) (a) if REIT Shares are traded, the average closing
price per share for the previous thirty Business Days, or (b) an amount determined by reference to the market value of the REIT Shares
based upon the average closing price, or average of bid and asked prices (if closing prices are not available) on one or more alternative
trading systems throughout the United States or similar exchanges located elsewhere during the prior period of thirty (30) days, and (ii)
if REIT Shares of are not traded, such price per REIT Share as a majority of the Directors of the General Partner determines in good faith.


 


“VALUATION MECHANISMS”
has the meaning set forth in Section 8.5(b)(i) hereof.


 






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ARTICLE 2

PARTNERSHIP FORMATION AND IDENTIFICATION


 


2.1 Formation.
The Partnership was formed as a limited partnership pursuant to the Act and all other pertinent laws of the State of Delaware, for the
purposes and upon the terms and conditions set forth in this Agreement.


 


2.2 Name,
Office and Registered Agent. The name of the Partnership is NRI Real Token LP, a Delaware limited partnership. The specified office
and place of business of the Partnership shall be 1340 S. Dixie Highway, Coral Gables, FL 33134. 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 National Registered Agents, Inc., 1209 Orange Street, Wilmington, New Castle County, Delaware
19801. The sole duty of the registered agent as such is to forward to the Partnership any notice that is served on him as registered agent.


 


2.3 Partners.


 


(a) The
General Partner of the Partnership is NRI Real Estate Investment & Technology, Inc. (f/k/a/ NRI Real Token, Inc.), a Maryland corporation
whose principal place of business is the same as that of the Partnership.


 


(b) The
Limited Partners are those Persons identified as Limited Partners on Exhibit A hereto, as amended from time to time.


 


2.4 Term
and Dissolution.


 


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


 


(i) The
occurrence of an Event of Bankruptcy as to the General Partner or the dissolution, removal or withdrawal of the General Partner unless
the business of the Partnership is continued pursuant to Section 7.3(b) hereof;


 


(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 note or notes are paid in full); or


 






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


 


(b) Upon
dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General
Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s
assets and apply and distribute the proceeds thereof in accordance with Section 5.7 hereof. Notwithstanding the foregoing, the
liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the
Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the
Partners in kind.


 


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


 


2.6 Certificates
Describing Partnership Units and Special OP Units. At the request of a Limited Partner, the General Partner, at its option, may
issue (but in no way is obligated to issue) a certificate summarizing the terms of such Limited Partner’s interest in the Partnership,
including the number of Partnership Units (and, if applicable, the Special OP Units) as of the date of such certificate. Any such certificate
(i) shall be in form and substance as approved by the General Partner, (ii) shall not be negotiable and (iii) shall bear a legend to the
following effect:


 


“This certificate
is not negotiable. The Partnership Units and Special OP Units represented by this certificate are governed by and transferable only in
accordance with the provisions of the Limited Partnership Agreement of NRI Real Token LP, as amended from time to time.”


 






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ARTICLE 3




BUSINESS OF THE PARTNERSHIP


 


The purpose and nature of
the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership
organized pursuant to the Act, including, without limitation, acquiring, developing and managing the Property, which business shall be
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 4981 of the
Code, (ii) to enter into any partnership, joint venture, co- ownership or other similar arrangement to engage in any of the foregoing
or the ownership of interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing.
In connection with the foregoing, and without limiting the General Partner’s right in its sole and absolute discretion to qualify
or cease qualifying as a REIT, the Partners acknowledge that the General Partner intends to qualify as a REIT for federal income tax purposes
and upon such qualification the avoidance of income and excise taxes on the General Partner inures to the benefit of all the Partners
and not solely to the General Partner. Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate
its status as a REIT under the Code at any time to the full extent permitted under the Charter. The General Partner on behalf of the Partnership
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.


 






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ARTICLE 4




CAPITAL CONTRIBUTIONS AND ACCOUNTS


 


4.1 Capital
Contributions. The General Partner, the Special OP Unitholder and the initial Limited Partners have made (or shall be deemed to
have made) capital contributions to the Partnership in exchange for the Partnership Interests set forth opposite their names on Exhibit
A, as such exhibit may be amended from time to time. The Partners shall own Partnership Units in the amounts set forth in Exhibit
A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted
in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, Redemptions, Capital
Contributions, the issuance of additional Partnership Units or similar events having an effect on a Partner’s Percentage Interest.


 


4.2 Additional
Capital Contributions and Issuances of Additional Partnership Interests. Except as provided in this Section 4.2 or in Section
4.3, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The
General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests
in respect thereof, in the manner contemplated in this Section 4.2.


 


(a) Issuances
of Additional Partnership Interests.


 


(i) General.
As of the effective date of this Agreement, the Partnership shall have two classes of Partnership Units, entitled “OP Units”
and “Series A Preferred Units,” and a Partnership Interest referred to as the “Special OP Units.”
The General Partner is hereby authorized to cause the Partnership to issue such additional Partnership Interests in the form of Partnership
Units for any Partnership purpose at any time or from time to time, including but not limited to Partnership Units issued in connection
with acquisitions of properties, 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 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, (i) the allocations
of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests; (ii) the right
of each such class or series of Partnership Interests to share in Partnership distributions; and (iii) the rights of each such class or
series of Partnership Interests upon dissolution and liquidation of the Partnership; provided, however, that no additional Partnership
Interests shall be issued to the General Partner unless:


 


(1) (A)
the additional Partnership Interests are issued in connection with an issuance of REIT Shares of or other interests in the General Partner,
which shares or interests have designations, preferences and other rights, all such that the economic interests are substantially similar
to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner by the Partnership
in accordance with this Section 4.2 and (B) the General Partner shall make a Capital Contribution to the Partnership in an amount
equal to the proceeds raised in connection with the issuance of such shares of stock of or other interests in the General Partner;


 






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(2) (A)
the additional Partnership Interests are issued in connection with an issuance of REIT Shares of or other interests in the General Partner
pursuant to a taxable share dividend declared by the General Partner, which shares or interests have designations, preferences and other
rights, all such that the economic interests are substantially similar to the designations, preferences and other rights of the additional
Partnership Interests issued to the General Partner by the Partnership in accordance with this Section 4.2 and (B) if the General
Partner allows the holders of its REIT Shares to elect whether to receive such dividend in REIT Shares, other interests of the General
Partner or cash, the Partnership will give the Limited Partners (excluding the General Partner in its capacity as a Limited Partner) the
same election to receive (I) Partnership Units or cash, or (II) at the election of the General Partner, REIT Shares or cash, and (C) if
the Partnership issues additional Partnership Units pursuant to this Section 4.2(a)(i)(2), then an amount of income equal to the
value of the Partnership Units received will be allocated to those Unitholders that elect to receive additional Partnership Units; or


 


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


 


(ii) Upon
Issuance of Additional Securities. If the General Partner issues any Additional Securities (other than REIT Shares issued in connection
with an exchange pursuant to Section 8.4 or 8.5(b) and a taxable share dividend as described in Section 4.2(a)(i)(2)
hereof) other than to all holders of REIT Shares, (A) the General Partner shall cause the Partnership to issue to the General Partner,
as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of
the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those
of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and
from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership. For
example, in the event the General Partner issues REIT Shares for a cash purchase price and contributes all of the proceeds of such issuance
to the Partnership, the General Partner shall be issued a number of additional Partnership Units equal to the product of (A) the number
of such REIT Shares issued by the General Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator
of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.


 






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(b) Certain
Deemed Contributions of Proceeds of Issuance of REIT Shares. Except as otherwise permitted hereunder, in connection with any and all
issuances of REIT Shares, the General Partner shall make Capital Contributions to the Partnership of the proceeds therefrom, provided
that if the proceeds actually received and contributed by the General Partner are less than the gross proceeds of such issuance as a result
of any underwriter’s discount or other expenses paid or incurred in connection with such issuance, then the General Partner shall
be deemed to have made Capital Contributions to the Partnership in the aggregate amount of the gross proceeds of such issuance and the
Partnership shall be deemed simultaneously to have paid such offering expenses in accordance with Section 6.5 hereof and in connection
with the required issuance of additional Partnership Units to the General Partner for such Capital Contributions pursuant to Section
4.2(a) hereof.


 


(c) Redemptions
or Repurchases of REIT Shares. If the General Partner shall redeem or repurchase shares of any class of its shares of common stock,
the purchase price thereof and all costs incurred in connection with such redemption or repurchase shall be reimbursed to the General
Partner by the Partnership pursuant to Section 6.5 hereof and the General Partner shall cause the Partnership to redeem or repurchase
an equivalent number of Partnership Units of the appropriate class or series held by the General Partner (which, in the case of REIT Shares,
shall be a number equal to the quotient of the number of such REIT Shares divided by the Conversion Factor) in the manner provided in
Section 6.10 hereof.


 


4.3 Additional
Funding. If the General Partner determines that it is in the best interests of the Partnership to provide for additional Partnership
funds (“Additional Funds”) for any Partnership purpose, then the General Partner may (i) cause the Partnership to obtain
such funds from outside borrowings, or (ii) elect to have the General Partner or any of its Affiliates provide such Additional Funds to
the Partnership through loans or otherwise, provided, however, that the Partnership may not borrow money from such Affiliates on terms
other than market based, arm’s length commercially reasonable terms as determined by the General Partner in its reasonable discretion.


 


4.4 Capital
Accounts.


 


(a) A
separate capital account (each a “Capital Account”) shall be maintained for each Partner in accordance with the rules
of Treasury Regulations Section 1.704-1(b)(2)(iv), and this Section 4.4 and Article 5 shall be interpreted and applied in
a manner consistent therewith. Whenever the Partnership would be permitted to adjust the Capital Accounts of the Partners pursuant to
Treasury Regulations Section 1.704-1(b)(2)(iv)(f) to reflect revaluations of Partnership property, the Partnership may so adjust the Capital
Accounts of the Partners. In the event that the Capital Accounts of the Partners are adjusted pursuant to Treasury Regulations Section
1.704-1(b)(2)(iv)(f) to reflect revaluations of Partnership property, (i) the Capital Accounts of the Partners shall be adjusted in accordance
with Treasury Regulations Section 1.704-1(b)(2)(iv)(g) for allocations of depreciation, depletion, amortization and gain or loss, as computed
for book purposes, with respect to such property, (ii) the Partners’ distributive shares of depreciation, depletion, amortization
and gain or loss, as computed for tax purposes, with respect to such property shall be determined so as to take account of the variation
between the adjusted tax basis and book value of such property in the same manner as under Code Section 704(c), and (iii) the amount of
upward and/or downward adjustments to the book value of the Partnership property shall be treated as income, gain, deduction and/or loss
for purposes of applying the allocation provisions of Article 5. In the event that Code Section 704(c) applies to Partnership property,
the Capital Accounts of the Partners shall be adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g) for allocations
of depreciation, depletion, amortization and gain and loss, as computed for book purposes, with respect to such property.


 






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(b) Notwithstanding
any provision herein to the contrary, any fees, expenses or other costs of the Partnership that are required to be paid by the General
Partner without reimbursement and that are required to be treated as capital contributions to the Partnership for purposes of the Treasury
Regulations promulgated under Section 704(b) of the Code, shall be added to the balance of the General Partner’s Capital Account.


 


4.5 Percentage
Interests. If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage
Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage
equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving
effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.5, the
net income and net losses (and items thereof) for the taxable year in which the adjustment occurs shall be allocated between the part
of the year ending on the day when the Partnership’s property is revalued by the General Partner and the part of the year beginning
on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in
each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate net income
and net losses (or items thereof) for the taxable year in which the adjustment occurs. The allocation of net income and net losses (or
items thereof) for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of net
income and net losses (or items thereof) for the later part shall be based on the adjusted Percentage Interests.


 


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


 


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


 


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


 






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ARTICLE 5




PROFITS AND LOSSES; DISTRIBUTIONS


 


5.1 Allocation
of Profit and Loss.


 


(a) General.


 


(i) Net
income and net loss (or items thereof) of the Partnership for each fiscal year or other applicable period of the Partnership shall be
allocated among the Unitholders in accordance with their respective Percentage Interests;


 


(ii) Notwithstanding
the foregoing, and subject only to the provisions of paragraphs (b) and (h) and, to the extent set forth in this clause (ii) below, paragraph
(c), unless otherwise waived with respect to a particular calendar year or period, net income shall first be allocated to the Special
OP Unitholder until it has received aggregate allocations of income for all fiscal years equal to the aggregate amount of distributions
such holder is entitled to receive or has received with respect to such Special OP Units for such fiscal year and all prior fiscal years,
provided that in the event the Special OP Unitholder’s entitlement to income allocations in such fiscal year would be satisfied
or waived pursuant to the allocations set forth in paragraph (c) below, then such allocations shall be made or waived pursuant to paragraph
(c) below in lieu of the provisions of this clause (ii).


 


(b) General
Partner Gross Income Allocations. There shall be specially allocated to the General Partner an amount of (i) first, items of Partnership
income and (ii) second, items of Partnership gain during each fiscal year or other applicable period, before any other allocations are
made hereunder, in an amount equal to the excess, if any, of (A) the cumulative distributions made to the General Partner under Section
6.5(b) hereof, other than distributions which would properly be treated as “guaranteed payments” or which are attributable
to the reimbursement of expenses which would properly be deductible by the Partnership, over (B) the cumulative allocations of Partnership
income and gain to the General Partner under this Section 5.1(b).


 


(c) Special
Allocation with Respect to Sales.


 


(i) In
connection with the sale of all or substantially all of the assets of the Partnership, items of income, gain, credit, loss and deduction
of the Partnership for each fiscal year or other applicable period from such sale, other than any such items allocated under Section
5.1(b), shall be allocated among the Partners in a manner that will, as nearly as possible (after giving effect to the allocations
under Sections 5.1(a) and 5.1(d)) cause the Capital Account balance of each Partner at the end of such fiscal year or other
applicable period to equal (A) the amount of the hypothetical distribution that such Partner would receive if the Partnership were liquidated
on the last day of such period and all assets of the Partnership, including cash, were sold for cash equal to their Carrying Value, taking
into account any adjustments thereto for such period, all liabilities of the Partnership were satisfied in full in cash according to their
terms (limited with respect to each nonrecourse liability to the Carrying Value of the assets securing such liability) and Net Sales Proceeds
(after satisfaction of such liabilities) were distributed in full pursuant to Section 5.2(b), minus (B) the sum of such Partner’s
share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain and the amount, if any and without duplication, that the Partner
would be obligated to contribute to the capital of the Partnership, all computed as of the date of the hypothetical sale of assets.


 






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(ii) Following
the third anniversary of the effective date of this Agreement, items of income, gain, credit, loss and deduction of the Partnership for
each fiscal year or other applicable period from Sales, other than any such items allocated under Section 5.1(b), shall be allocated
among the Partners in a manner that will, as nearly as possible (after giving effect to the allocations under Sections 5.1(a) and
5.1(d)) cause the Capital Account balance of each Partner at the end of such fiscal year or other applicable period to equal (i)
the amount of the hypothetical distribution that such Partner would receive if the Partnership were liquidated on the last day of such
period and all assets of the Partnership, including cash, were sold for cash equal to their Carrying Value, taking into account any adjustments
thereto for such period, all liabilities of the Partnership were satisfied in full in cash according to their terms (limited with respect
to each nonrecourse liability to the Carrying Value of the assets securing such liability) and Net Sales Proceeds (after satisfaction
of such liabilities) were distributed in full pursuant to Section 5.2(b), minus (ii) the sum of such Partner’s share of Partnership
Minimum Gain and Partner Nonrecourse Debt Minimum Gain and the amount, if any and without duplication, that the Partner would be obligated
to contribute to the capital of the Partnership, all computed as of the date of the hypothetical sale of assets.


 


Notwithstanding
anything to the contrary, the Special OP Unitholder may waive its entitlement to all or a portion of such allocations pursuant to this
Section 5.1(c) with respect to a calendar year or portion thereof.


 


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


 






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(e) Qualified
Income Offset. If a Partner unexpectedly receives in any taxable year an adjustment, allocation, or distribution described in subparagraphs
(4), (5), or (6) of Regulations Section 1.704-1(b)(2)(ii)(d) that causes or increases a deficit balance in such Partner’s Capital
Account that exceeds the sum of such Partner’s shares of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, as
determined in accordance with Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), 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). This Section 5.1(e) is
intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted
consistently therewith. After the occurrence of an allocation of income or gain to a Partner in accordance with this Section 5.1(e),
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 5.1(e).


 


(f) Capital
Account Deficits. Loss (or items of loss) shall not be allocated to a Limited Partner to the extent that such allocation would cause
or increase a deficit in such Partner’s Capital Account at the end of any fiscal year (after reduction to reflect the items described
in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) to exceed 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)(1) and 1.704-2(i)(5). Any
net loss in excess of that limitation shall be allocated to the General Partner. After the occurrence of an allocation of net loss to
the General Partner in accordance with this Section 5.1(f), to the extent permitted by Regulations Section 1.704-1(b), income shall
be allocated to such Partner in an amount necessary to offset the net loss previously allocated to such Partner under this Section
5.1(f).


 


(g) Allocations
Between Transferor and Transferee. If a Partner transfers any part or all of its Partnership Interest, the distributive shares of
the various items of income 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 income
and loss between the transferor and the transferee Partner.


 






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(h) Curative
Allocations. The allocations set forth in Sections 5.1(d), 5.1(e) and 5.1(f) of this Agreement (the “Regulatory
Allocations”) are intended to comply with certain requirements of the Regulations. The General Partner is authorized to offset
all Regulatory Allocations either with other Regulatory Allocations or with special allocations of other items of Partnership income,
gain, loss or deduction pursuant to this Section 5.1(i). Therefore, notwithstanding any other provision of this Section 5.1
(other than the Regulatory Allocations), the General Partner shall make such offsetting special allocations of Partnership income, gain,
loss or deduction in whatever manner it deems appropriate so that, after such offsetting allocations are made, each Partner’s Capital
Account is, to the extent possible, equal to the Capital Account balance such Partner would have had if the Regulatory Allocations were
not part of this Agreement and all Partnership items were allocated pursuant to Sections 5.1(a), 5.1(b), 5.1(c),
5.1(g) and 5.1(h).


 


(i) Tax
Allocations.


 


(i) Items
of Income or Loss. Except as is otherwise provided in this Section 5.1, an allocation of net income or net loss to a Partner
shall be treated as an allocation to such Partner of the same share of each item of income, gain, loss, deduction and item of tax- exempt
income or Section 705(a)(2)(B) expenditure (or item treated as such expenditure pursuant to Section 1.704-1(b)(2)(iv)(i) of the Regulations)
(“Tax Items”) that is taken into account in computing net income or net loss.


 


(ii) Section
1245/1250 Recapture. Subject to Section 5.1(i)(iii) below, if any portion of gain from the sale of Partnership assets is treated
as gain which is ordinary income by virtue of the application of Sections 1245 or 1250 of the Code (“Affected Gain”),
then such Affected Gain shall be allocated among the Partners in the same proportion that the depreciation and amortization deductions
giving rise to the Affected Gain were allocated. This Section 5.1(i)(ii) shall not alter the amount of net income (or items thereof)
allocated among the Partners, but merely the character of such net income (or items thereof). For purposes hereof, in order to determine
the proportionate allocations of depreciation and amortization deductions for each fiscal year or other applicable period, such deductions
shall be deemed allocated on the same basis as net income and net loss for such respective period.


 


(iii) Precontribution
Gain, Revaluations. With respect to any Contributed Property, the Partnership shall use any permissible method contained in the Regulations
promulgated under Section 704(c) of the Code selected by the General Partner, in its sole discretion, to take into account any variation
between the adjusted basis of such asset and the fair market value of such asset as of the time of the contribution (“Precontribution
Gain”). Each Partner hereby agrees to report income, gain, loss and deduction on such Partner’s U.S. federal income tax
return in a manner consistent with the method used by the Partnership. If any asset has a Carrying Value which is different from the Partnership’s
adjusted basis for such asset for U.S. federal income tax purposes because the Partnership has revalued such asset pursuant to Section
1.704-1(b)(2)(iv)(f) of the Regulations, the allocations of Tax Items shall be made in accordance with the principles of Section 704(c)
of the Code and the Regulations and the methods of allocation promulgated thereunder. The intent of this Section 5.1(i)(iii) is
that each Partner who contributed to the capital of the Partnership a Contributed Property will bear, through reduced allocations of depreciation,
increased allocations of gain or other items, the tax detriments associated with any Precontribution Gain. This Section 5.1(i)(iii)
is to be interpreted consistently with such intent.


 






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


 


5.2 Distributions.


 


(a) The
Partnership may distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, to the extent of available
cash, in an amount determined by the General Partner in its sole discretion, to the Partners who are Partners on the Partnership Record
Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b); 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 in the proportion equal to one minus (i) the
number of days that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership
Record Date and the immediately preceding Partnership Record Date.


 


(b) Except
for distributions pursuant to Section 5.7 in connection with the dissolution and liquidation of the Partnership and subject to
the provisions of Sections 5.2(c), 5.2(d), 5.3, 5.5 and 8.5, all distributions of cash shall be made:


 


(i) first,
100% to the OP Unitholders in accordance with their respective Percentage Interests on the Partnership Record Date until the OP Unitholders
have received, or are deemed to have received in the circumstances set forth below in Section 5.2(c), cumulative distributions
under this Section 5.2(b) equal to aggregate Capital Contributions made by such OP Unitholders to the Partnership plus a Priority
Return thereon, determined by taking into account the dates on which all such Capital Contributions and distributions were made; and


 






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(ii) second,
any additional amount distributable with respect to the OP Units shall be distributed (A) 75% to the OP Unitholders, pro rata in accordance
with their respective Percentage Interests on the Partnership Record Date and (B) 25% to the Special OP Unitholder; provided that the
OP Units held by the Special OP Unitholder and its Affiliates shall be entitled to 100% of such distributions;


 


provided, further,
however, in the event that the Special OP Unitholder has received a Special OP Unit Terminal Distribution in accordance with Section
8.5(b)(iii) no further amount shall be distributed to the Special OP Unitholder until the OP Unitholders have collectively received
aggregate distributions equal to the sum of (X) the amount such Unitholders are entitled to receive pursuant to Section 5.2(b)(i)
plus (Y) an amount equal to 75% of (I) the portion of the Special OP Unit Terminal Distribution computed with respect to Section 5.2(b)(ii)(B)
divided by (II) 25%.


 


(c) In
connection with a Crystallization Event initiated pursuant to Section 6.1(d), the Special OP Unitholder shall be entitled to receive
a distribution equal in value to the aggregate amount of distributions that would have been made with respect to the Special OP Units
under Section 5.2(b)(ii) if all assets (subject to their liabilities) of the Partnership were sold for their fair market value,
as determined in good faith by the General Partner, immediately prior to such time and in a similar manner to that set forth in Section
8.5(b)(i) below, including by applying the appropriate Valuation Mechanism, any remaining liabilities of the Partnership were satisfied
in full in cash according to their terms and assuming for these purposes that all such remaining liabilities had matured, and Net Sales
Proceeds (after satisfaction of such liabilities) were distributed in full pursuant to Section 5.2(b), provided that such distribution
to the Special OP Unitholder shall be made in a whole number of OP Units equal to the quotient of (i) the aggregate amount of such distribution
divided by (ii) the Value of one REIT Share divided by (iii) the Conversion Factor. For the avoidance of doubt, the amount the
Special OP Unitholder shall be entitled to receive pursuant to this Section 5.2(c) with respect to any Crystallization Event, shall be
based on the incremental value of the assets of the Partnership in excess of the highest value of the assets of the Partnership utilized
in any preceding Crystallization Event or Terminal Event. Any OP Unit issued in connection with a Crystallization Event may be subject
to claw back in accordance with Section 5.2(f).


 






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(d) Notwithstanding
any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate
to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law
including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471, 1472 and 3406 of the Code. To the extent that the Partnership
is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any
Partner or assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner
equals or exceeds the amount required to be withheld by the Partnership, the amount withheld shall be treated as a distribution of cash
in the amount of such withholding to such Partner, or (ii) if the actual amount to be distributed to the Partner is less than the amount
required to be withheld by the Partnership, the actual amount shall be treated as a distribution of cash in the amount of such withholding
and the additional amount required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership
to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be repaid through withholding
by the Partnership with 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 5.2(c) shall bear interest at the lesser of (i) the base rate on corporate loans at large
United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful rate
of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed
to extend the loan until such loan is repaid in full.


 


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


 


(f) Upon
a Terminal Event causing the final liquidation of the Partnership, if the OP Unitholders would not receive (other than with respect to
OP Units received by the Special OP Unitholder in accordance with Sections 5.2(c) and 8.5 (the “Clawback Units”))
aggregate, cumulative distributions from the Partnership for all years from operating income, sales proceeds and other sources, including
liquidating distributions, in an amount at least equal to (i) the sum of the aggregate Capital Contributions to the Partnership by the
Unitholders for all years (excluding for this purpose Capital Contributions made for OP Units that have been redeemed for cash or REIT
Shares in accordance with Section 8.4 prior to such final liquidation) plus (ii) a Priority Return on such Capital Contributions
(the “Hurdle Rate”), the Clawback Units shall be subject to clawback (the “Clawback”). If the Clawback
is invoked, the holder(s) of such Clawback Units shall be required to forfeit in aggregate the number of such Clawback Units equal in
value to the lesser of (A) the amount required by the OP Unitholders to achieve the Hurdle Rate (other than with respect to the Clawback
Units), and (B) all Clawback Units; provided that any Clawback Units shall first be clawed back from the Special OP Unitholder, then from
any other Partner holding Clawback Units (other than the General Partner) pro rata and pari passu in accordance with the number of Clawback
Units held by such Partners, and finally from the General Partner to the extent any Clawback Units had been previously redeemed for REIT
Shares pursuant to Section 8.4; provided further, that any Clawback Units clawed back from the General Partner shall result in the concurrent
forfeiture of REIT Shares received as a result of redemption of Clawback Units pursuant to Section 8.4 (as adjusted by the Conversion
Factor, if necessary). Any Clawback Units so forfeited shall be treated as forfeited immediately prior to the final liquidation of the
Partnership, no liquidating distributions shall be made with respect to the forfeited Clawback Units and the portion of the Capital Account
associated with any forfeited Clawback Units shall be reallocated to the other OP Unitholders in the reasonable discretion of the General
Partner. For the avoidance of doubt, any cash distributions previously made with respect to Clawback Units shall not be subject to Clawback.


 






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5.3 REIT
Distribution Requirements. The General Partner shall use its commercially reasonable efforts to cause the Partnership to distribute
amounts sufficient to enable the General Partner to make shareholder distributions that will allow the General Partner to (i) meet its
distribution requirement for qualification as a REIT as set forth in Section 857 of the Code and (ii) avoid any federal income or excise
tax liability imposed by the Code, other than to the extent the General Partner elects to retain and pay income tax on its net capital
gain; provided, however, the General Partner shall not be bound to comply with this covenant to the extent any distribution required to
be made in order to satisfy the requirements for qualification as a REIT under the Code and Regulations would violate the Act or other
applicable law or contravene the terms of any notes, mortgages or other types of debt obligations to which the Partnership may be subject
in conjunction with borrowed funds.


 


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


 


5.5 Limitations
on Return of Capital Contributions. Notwithstanding any of the provisions of this Article 5, no Partner shall have the
right to receive and the General Partner shall not have the right to make, a distribution that includes a return of all or part of a Partner’s
Capital Contributions, unless after giving effect to the return of a Capital Contribution, the sum of all Partnership liabilities, other
than the liabilities to a Partner for the return of his Capital Contribution, does not exceed the fair market value of the Partnership’s
assets.


 


5.6 Intentionally
Omitted.


 


5.7 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 in proportion to
their respective positive Capital Account balances, determined after taking into account all allocations required to be made pursuant
to Section 5.1 hereof and all prior distributions made pursuant to this Article 5, in compliance with Treasury Regulation
Section 1.704-1(b)(2)(ii)(b)(2). Notwithstanding any other provision of this Agreement, the amount by which the value, as determined in
good faith by the General Partner, of any property other than cash to be distributed in kind to the Partners exceeds or is less than the
Carrying Value of such property shall, to the extent not otherwise recognized by the Partnership, be taken into account in computing net
income and net loss of the Partnership (or items thereof) for purposes of crediting or charging the Capital Accounts of, and distributing
proceeds to, the Partners, pursuant to this Agreement. 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.


 


5.8 Substantial
Economic Effect. It is the intent of the Partners that the allocations of net income and net loss (and items thereof) under this
Agreement have substantial economic effect (or be consistent with the Partners’ interests in the Partnership in the case of the
allocation of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulations
promulgated pursuant thereto. Article 5 and other relevant provisions of this Agreement shall be interpreted in a manner consistent
with such intent.


 






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ARTICLE 6




RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER


 


6.1 Management
of the Partnership.


 


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


 


(i) to
acquire, purchase, own, operate, lease, dispose and exchange of any Property or other Assets, 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 or the General Partner, issue or receive evidences of indebtedness in connection therewith, refinance,
increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such indebtedness, and secure
such indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets; provided, however, that the entry
of the Partnership into any such borrowing arrangements shall not cause the leverage ratio, as determined in accordance with the loan
to value measurement metrics described in the extant Mortgage, to exceed 80%;


 


(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;


 






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(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;


 


(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 therefor such remuneration as the General Partner may deem reasonable
and proper;


 


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


 


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


 






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


 


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


 


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


 


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


 


(xxi) 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


 


(xxii) 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) Intentionally
Omitted.


 


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


 


(d) Notwithstanding
anything contained in this Agreement to the contrary, the Special OP Unitholder shall be entitled from time to time to initiate a Crystallization
Event for purposes of the Special OP Unitholder receiving a distribution of OP Units in accordance with Section 5.2(c); provided
that the first Crystallization Event shall not be initiated prior to the second anniversary of the Effective Date of the Original Agreement,
and any subsequent Crystallization Event shall not be initiated prior to the 24-month anniversary of the prior Crystallization Event.
Any OP Units so received shall provide their holder with the right to redeem them pursuant to all of the terms and conditions of Section
8.4 hereof.


 






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(e) In
the event the General Partner, the Partnership or any Subsidiary thereof is unable to secure financing from third-party lenders on satisfactory
terms, it may be necessary for an Affiliate of the Special OP Unitholder to guarantee indebtedness in order to secure financing on satisfactory
terms (such guaranteeing Person, a “Guarantor”). The Guarantor shall be entitled to a guaranty fee equal to one percent (1%)
of the principal amount of any indebtedness incurred by the General Partner, the Partnership or any of their Subsidiaries with a third-party
lender that is guaranteed by such Guarantor.


 


(f) Notwithstanding
anything contained in this Agreement to the contrary, the General Partner shall not, and shall not cause the Partnership to, (i) transfer
the Property, whether by sale, disposition, merger, consolidation, contribution or by any other means, to any Affiliate controlled by
the Special OP Unitholder or the Advisor, other than a wholly owned, direct or indirect, subsidiary of the Partnership or (ii) acquire
any additional Properties, except as follows:


 


(i) During
the period commencing on the twelve-month anniversary of the Effective Date and ending on the eighteen-month anniversary of the Effective
Date, (A) the General Partner shall be permitted to transfer, or cause the Partnership to transfer, the Property by any means to any Affiliate
controlled by the Special OP Unitholder or the Advisor; provided that the Partnership receives the greater of (I) the fair market value
of the Property, as determined by an independent third party selected by the General Partner, or (II) a price such that the remaining
OP Unitholders would receive a 1.25X multiple of their aggregate Capital Contributions with respect to their outstanding OP Units, or
(B) in lieu of a transfer of the Property the General Partner shall have the right to offer to redeem any outstanding OP Units at a price
per OP Unit that would be equal to the greater of (I) a price per OP Unit that would be obtained if the Partnership sold the Property
(subject to its liabilities) at its fair market value, as determined by an independent third party selected by the General Partner, and
distributed the proceeds in liquidation (after satisfaction of any remaining liabilities of the Partnership in full in cash according
to their terms) or (II) a price such that the remaining OP Unitholders would receive a 1.25X multiple of their aggregate Capital Contributions
with respect to their outstanding OP Units; provided the OP Unitholders shall not be required to redeem their OP Units in connection with
an offer to redeem OP Units pursuant to this Section 6.1(f)(i)(B);


 


(ii) Commencing
on the day after the eighteen-month anniversary of the Effective Date and ending on the twenty four-month anniversary of the Effective
Date, (A) the General Partner shall be permitted to transfer, or cause the Partnership to transfer, the Property by any means to any Affiliate
controlled by the Special OP Unitholder or the Advisor; provided that Partnership receives the greater of (I) the fair market value of
the Property, as determined by an independent third party selected by the General Partner, or (II) a price such that the remaining OP
Unitholders would receive a 1.35X multiple of their aggregate Capital Contributions with respect to their outstanding OP Units, or (B)
in lieu of a transfer of the Property the General Partner shall have the right to offer to redeem any outstanding OP Units at a price
per OP Unit that would be equal to the greater of (I) a price per OP Unit that would be obtained if the Partnership sold the Property
(subject to its liabilities) at its fair market value, as determined by an independent third party selected by the General Partner, and
distributed the proceeds in liquidation (after satisfaction of any remaining liabilities of the Partnership in full in cash according
to their terms) or (II) a price such that the remaining OP Unitholders would receive a 1.35X multiple of their aggregate Capital Contributions
with respect to their outstanding OP Units; provided the OP Unitholders shall not be required to redeem their OP Units in connection with
an offer to redeem OP Units pursuant to this Section 6.1(f)(ii)(B);


 






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(iii) Commencing
on the day after the twenty four-month anniversary of the Effective Date and at any time thereafter, the General Partner shall be permitted
to (A) transfer, or cause the Partnership to transfer, the Property by any means to any Affiliate controlled by the Special OP Unitholder
or the Advisor; provided that Partnership receives the fair market value of the Property, as determined by an independent third party
selected by the General Partner, and (B) acquire, or cause the Partnership to acquire, additional Properties; provided that in either
case the General Partner shall have offered to redeem any outstanding OP Units at a price per OP Unit that would be equal to a price per
OP Unit that would be obtained if the Partnership sold the Property (subject to its liabilities) at its fair market value, as determined
by an independent third party selected by the General Partner, and distributed the proceeds in liquidation (after satisfaction of any
remaining liabilities of the Partnership in full in cash according to their terms); provided further that the OP Unitholders shall not
be required to redeem their OP Units in connection with an offer to redeem OP Units pursuant to this Section 6.1(f)(iii); and


 


(iv) If
the General Partner exercises its right to offer to redeem OP Units set forth above in Sections 6.1(f)(i)(B) and 6.1(f)(ii)(B),
or offers to redeem OP Units as set forth above in Sections 6.1(f)(iii), upon the completion of any such redemption, regardless
of whether any OP Unitholders participate in such redemption, the General Partner shall be permitted, and shall be permitted to cause
the Partnership, to acquire additional Properties and sell any Partnership Properties.


 


For the avoidance
of doubt, this Section 6.1(f) shall (i) not restrict the ability of the Partnership, or the General Partner to cause the Partnership,
(A) to transfer the Property at any time to any Person or Persons that is not an Affiliate controlled by the Special OP Unitholder or
the Advisor or (B) to acquire additional Properties subsequent to a transfer of the Property or the completion of an offer to redeem OP
Units pursuant to this Section 6.1(f), and (ii) apply only to OP Units other than OP Units held by the General Partner and the
Special OP Unitholder (and, accordingly, does not apply to REIT Shares).


 


6.2 Delegation
of Responsibility. The General Partner may delegate any or all of its powers, rights and obligations hereunder, and may appoint,
employ, contract or otherwise deal with any Person for the transaction of the business of the Partnership, which Person may, under supervision
of the General Partner, perform any acts or services for the Partnership as the General Partner may approve, including, for the avoidance
of doubt, pursuant to the Advisory Agreement.


 






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6.3 Indemnification
and Exculpation of Indemnitees.


 


(a) The
Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses
(including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands,
actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as set
forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, 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 reimburse an Indemnitee for reasonable expenses incurred by an Indemnitee who is a party to a proceeding in advance
of the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee’s
good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in this Section 6.3
has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined
that the standard of conduct has not been met.


 


(c) The
indemnification provided by this Section 6.3 shall be in addition to any other rights to which an Indemnitee or any other Person
may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an
Indemnitee who has ceased to serve in such capacity.


 


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


 


(e) For
purposes of this Section 6.3, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee
benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by,
it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit
plan pursuant to applicable law shall constitute fines within the meaning of this Section 6.3; and actions taken or omitted by
the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be
in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best
interests of the Partnership.


 






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


 


(g) An
Indemnitee shall not be denied indemnification in whole or in part under this Section 6.3 because the Indemnitee had an interest
in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.


 


(h) The
provisions of this Section 6.3 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and
shall not be deemed to create any rights for the benefit of any other Persons.


 


(i) 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 Securities and Exchange Commission and of the published position of any state securities regulatory authority in which
Securities were offered or sold as to indemnification for violations of securities laws.


 


6.4 Liability
of the General Partner.


 


(a) Notwithstanding
anything to the contrary set forth in this Agreement, the General Partner shall not be liable for monetary damages to the Partnership
or any Partners for losses sustained or liabilities incurred as a result of errors in judgment or of any act or omission if the General
Partner acted in good faith. The General Partner shall not be in breach of any duty that the General Partner may owe to the Limited Partners
or the Partnership or any other Persons under this Agreement or of any duty stated or implied by law or equity provided the General Partner,
acting in good faith, abides by the terms of this Agreement.


 






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(b) Each
Limited Partner expressly acknowledges and agrees that whenever in this Agreement the General Partner is permitted to take any action,
make any decision or determination or otherwise vote on or give its consent to any action, the General Partner shall be entitled to exercise
its sole and absolute discretion in connection therewith after considering only such interests and factors as it desires and, without
limiting the generality of the foregoing, it is specifically agreed and acknowledged that the General Partner in taking any action or
declining to take any action hereunder may consider exclusively its own interests or the interests of its shareholders and shall have
no duty or obligation to consider the separate interests of or factors affecting the Partnership or any other Partner (including, without
limitation, the tax consequences to Limited Partners or the tax consequences of some, but not all, of the Limited Partners). The General
Partner shall not be liable for monetary damages for losses sustained, liabilities incurred, or benefits not derived by Limited Partners
in connection with such decisions, provided that the General Partner has acted in good faith.


 


(c) Subject
to its obligations and duties as General Partner set forth in Section 6.1 hereof, the General Partner may exercise any of the powers
granted to it under this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents.
The General Partners shall not be responsible for any misconduct or negligence on the part of any such agent appointed by it in good faith.


 


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


 


(e) Any
amendment, modification or repeal of this Section 6.4 or any provision hereof shall be prospective only and shall not in any way
affect the limitations on the General Partner’s liability to the Partnership and the Limited Partners under this Section 6.4
as in effect immediately prior to such amendment, modification or repeal with respect to matters occurring, in whole or in part, prior
to such amendment, modification or repeal, regardless of when claims relating to such matters may arise or be asserted.


 


(f) In
accordance with Section 17-1101(d) of the Act, the Partners hereby acknowledge and agree that the provisions of this Agreement, including
the provisions of this Article 6, to the extent they restrict or eliminate the duties (including fiduciary duties) and liabilities
relating thereto otherwise existing at law or in equity, replace completely and absolutely such other duties (including fiduciary duties)
and liabilities relating thereto and further acknowledge and agree that the provisions of this subsection (f) and the other provisions
of this Article 6 are fundamental elements to the agreement of the Partners to enter into this Agreement.


 






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6.5 Reimbursement
of General Partner.


 


(a) Except
as provided in this Section 6.5 and elsewhere in this Agreement (including the provisions of Article 5 and Article 6
regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its
services as general partner of the Partnership.


 


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


 


6.6 Outside
Activities. Subject to (a) Section 6.8 hereof, (b) the Charter and (c) any agreements entered into by the General Partner
or its Affiliates with the Partnership, a Subsidiary or any officer, director, employee, agent, trustee, Affiliate or shareholder of the
General Partner, the General Partner shall be entitled to and may have business interests and engage in business activities in addition
to those relating to the Partnership, including business interests and activities substantially similar or identical to those of the Partnership.
Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement in any such business ventures,
interests or activities. None of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership
relationship established hereby in any such business ventures, interests or activities, and the General Partner shall have no obligation
pursuant to this Agreement to offer any interest in any such business ventures, interests and activities to the Partnership or any Limited
Partner, even if such opportunity is of a character which, if presented to the Partnership or any Limited Partner, could be taken by such
Person.


 


6.7 Employment
or Retention of Affiliates.


 


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


 


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


 


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


 






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(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, in the General Partner’s
sole discretion, on terms that are market based, arm’s length commercially reasonable.


 


6.8 General
Partner Participation. The General Partner agrees that all business activities of the General Partner, including activities pertaining
to the acquisition, development or ownership of any Asset, shall be conducted through the Partnership or one or more Subsidiary Partnerships.


 


6.9 Title
to Partnership Assets. Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall
be deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively, shall have any ownership interest
in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets shall be held in the name of the Partnership
or any of its Subsidiaries. All Partnership assets shall be recorded as the property of the Partnership in its books and records.


 


6.10 Redemption
of REIT Shares. In the event the General Partner redeems any REIT Shares, then the General Partner shall cause the Partnership
to purchase from the General Partner a number of Partnership Units as determined based on the application of the Conversion Factor on
the same terms that the General Partner 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 cause the Partnership to make a corresponding offer to the General Partner
to acquire an equal number of Partnership Units held by the General Partner that have the same class or series designation as the REIT
Shares that are subject to the offer. In the event any REIT Shares are redeemed by the General Partner pursuant to such offer, the Partnership
shall redeem an equivalent number of the General Partner’s Partnership Units having the same class or series designation as the
redeemed REIT Shares for an equivalent purchase price based on the application of the Conversion Factor for that class or series of Partnership
Units.


 


6.11 No
Duplication of Fees or Expenses. The Partnership may not incur or be responsible for any fee or expense (in connection with the
Offering or otherwise) that would be duplicative of fees and expenses paid by the General Partner.


 






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ARTICLE 7




CHANGES IN GENERAL PARTNER


 


7.1 Transfer
of the General Partner’s Partnership Interest.


 


(a) The
General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided
in, or in connection with a transaction contemplated by, Sections 7.1(c), 7.1(d) or 7.1(e).


 


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


 


(c) Except
as otherwise provided in Section 6.4(b) or Section 7.1(d) or 7.1(e) hereof, the General Partner shall not engage
in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets (other
than in connection with a change in the General Partner’s state of incorporation or organizational form) in each case which results
in a change of control of the General Partner (a “Transaction”), unless:


 


(i) the
consent of Limited Partners holding more than 50% of the Percentage Interests and the consent of the Special OP Unitholder is obtained;


 


(ii) as
a result of such Transaction: (A) all Limited Partners will receive for each Partnership Unit an amount of cash, securities, or other
property equal to the product of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction
to a holder of one REIT Share in consideration of such 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 holding Partnership Units would have received had it (1) exercised its OP Unit Redemption
Right and (2) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the OP Unit Redemption Right
immediately prior to the expiration of the Offer and (B) the Special OP Unitholder will receive for the Special OP Units an amount of
cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof paid to holders of
REIT Shares in the Transaction) determined as set forth pursuant to Section 5.2(b) or Section 8.5 hereof, as applicable;
or


 


(iii) the
General Partner is the surviving entity in the Transaction and either (A) the holders of REIT Shares do not receive cash, securities,
or other property in the Transaction or (B) all Limited Partners (other than the General Partner or any Subsidiary) receive (1) 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, and (2) the Special OP Unitholder receives in exchange for the Special
OP Units, an amount of cash, securities or other property (as applicable based upon the type of consideration and the proportions thereof
paid to holders of REIT Shares in the Transaction) determined as set forth pursuant to Section 8.5(a) hereof.


 






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(d) Notwithstanding
Section 7.1(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 7.1(d).
The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion
Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as
closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash
and other property that was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights
relating thereto, and which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior
to such merger or consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall
be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor also
shall in good faith modify the definition of REIT Shares and make such amendments to Sections 8.4 and 8.5 hereof so as to
approximate the existing rights and obligations set forth in Sections 8.4 and 8.5 as closely as reasonably possible. The
above provisions of this Section 7.1(d) shall similarly apply to successive mergers or consolidations permitted hereunder.


 


(e) Notwithstanding
Section 7.1(c),


 


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


 


(ii) the
General Partner may engage in any transaction that is not required to be submitted to the vote of the holders of the REIT Shares by (A)
law or (B) the rules of any national securities exchange on which the REIT Shares are traded.


 






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


 


(a) the
Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions
of this Agreement (as then in effect), by executing a counterpart thereof and such other documents or instruments as may be required or
appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person
as a General Partner shall have been filed for recordation and all other actions required by Section 2.5 hereof in connection with
such admission shall have been performed;


 


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


 


(c) counsel
for the Partnership shall have rendered an opinion (relying on such opinions from other counsel and the state or any other jurisdiction
as may be necessary) that (x) the admission of the person to be admitted as a substitute or additional General Partner is in conformity
with the Act and (y) 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 tax purposes, or (ii) the loss of any Limited
Partner’s limited liability.


 


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


 


(a) Upon
the occurrence of an Event of Bankruptcy as to the sole remaining General Partner (and its removal pursuant to Section 7.4(a) hereof)
or the death, withdrawal, deemed removal or dissolution of the sole remaining General Partner (except that, if the sole remaining General
Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of
a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner
is continued by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued
pursuant to Section 7.3(b) hereof. The merger of the General Partner with or into any entity that is admitted as a substitute or
successor General Partner pursuant to Section 7.2 hereof shall not be deemed to be the withdrawal, dissolution or removal of the
General Partner.


 


(b) Following
the occurrence of an Event of Bankruptcy as to the sole remaining General Partner (and its removal pursuant to Section 7.4(a) hereof)
or the death, withdrawal, removal or dissolution of the sole remaining General Partner (except that, if the sole remaining General Partner
is, on the date of such occurrence, a partnership, the withdrawal of, death, dissolution, Event of Bankruptcy as to, or removal of a partner
in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued
by the remaining partner or partners), the 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 2.4 hereof by selecting, subject to Section 7.2
hereof and any other provisions of this Agreement, a substitute General Partner by consent of a majority in interest of the Limited Partners.
If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with
the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.


 






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7.4 Removal
of a General Partner.


 


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


 


(b) If
a General Partner has been removed pursuant to this Section 7.4 and the Partnership is continued pursuant to Section 7.3
hereof, such General Partner shall promptly transfer and assign its General Partnership Interest in the Partnership to the substitute
General Partner approved by a majority in interest of the Limited Partners in accordance with Section 7.3(b) hereof and otherwise
admitted to the Partnership in accordance with Section 7.2 hereof. At the time of assignment, the removed General Partner shall
be entitled to receive from the substitute General Partner the fair market value of the General Partnership Interest of such removed General
Partner as reduced by any damages caused to the Partnership by such General Partner. Such fair market value shall be determined by an
appraiser mutually agreed upon by such 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 each shall select an appraiser. Each such appraiser shall complete an appraisal of the
fair market value of the removed General Partner’s General Partnership Interest within 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 10% 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.


 


(c) The
General Partnership Interest of a removed General Partner, until transfer under Section 7.4(b), shall be converted to that of a
special Limited Partner; provided, however, such removed General Partner shall not have any rights to participate in the management and
affairs of the Partnership, and shall not be entitled to any portion of the income, expense, profit, gain or loss allocations or cash
distributions allocable or payable, as the case may be, to the Limited Partners. Instead, such removed General Partner shall receive and
be entitled only to retain distributions or allocations of such items that it would have been entitled to receive in its capacity as General
Partner, until the transfer is effective pursuant to Section 7.4(b).


 


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


 






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ARTICLE 8




RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS


 


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


 


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


 


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


 


8.4 OP
Unit Redemption Right.


 


(a) Subject
to Sections 8.4(b), 8.4(c), 8.4(d), 8.4(e), 8.4(f) and 8.5 hereof, the provisions of any agreements between
the Partnership and one or more Limited Partners with respect to OP Units held by them, each Limited Partner, other than the General Partner,
shall have the right (subject to the terms and conditions set forth herein), but shall not be obligated, to require the Partnership to
redeem (a “Redemption”) all or a portion of the OP Units, held by such Limited Partner (such OP Units, the “Tendered
Units”), in exchange (an “OP Unit Redemption Right”) alternatively, for either REIT Shares or the Cash Amount,
as determined by the General Partner in its sole discretion. The consideration payable in respect of Tendered Units shall be issued or
paid, as the case may be, on the Specified Redemption Date. Any OP Unit Redemption Right shall be exercised pursuant to a Notice of Redemption
delivered to the Partnership (with a copy to the General Partner) by the Limited Partner exercising the OP Unit Redemption Right (the
“Tendering Party”). A Limited Partner may not exercise the OP Unit Redemption Right for fewer than 1,000 OP Units or,
if such Limited Partner holds fewer than 1,000 OP Units, all of the OP Units held by such Partner. The Tendering Party shall have no right,
with respect to any OP Units so redeemed, to receive any distribution paid with respect to OP Units if the record date for such distribution
is on or after the Specified Redemption Date.


 






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(b) If
the General Partner elects to cause the Tendered Units to be exchanged for REIT Shares rather than the Cash Amount, then the Partnership
shall direct the General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this
Section 8.4(b), in which case, (i) the General Partner, acting as a distinct legal entity, shall assume directly the Partnership’s
redemption obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its OP Unit Redemption Right, and
(ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to
the General Partner in exchange for REIT Shares. The percentage of the Tendered Units which are to be so exchanged for REIT Shares (rather
than the Cash Amount) is referred to as the “Applicable Percentage.” In making such election to exchange Tendered Units
for the Cash Amount or REIT Shares, the General Partner shall act in a fair, equitable and reasonable manner that neither prefers one
group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the General Partner
determines to redeem any Tendered Units for REIT Shares, rather than the Cash Amount, on the Specified Redemption Date, the Tendering
Party shall sell such number of the Tendered Units to the General Partner in exchange for a number of REIT Shares equal to the product
of the REIT Shares Amount and the Applicable Percentage. Such amount of REIT Shares shall be delivered by the General Partner as duly
authorized, validly issued, fully paid and nonassessable REIT Shares, free of any pledge, lien, encumbrance or restriction, other than
the Ownership Limit (as calculated in accordance with the Charter) and other restrictions provided in the Articles of Incorporation, the
bylaws of the General Partner, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions
of Section 8.4(a) and this Section 8.4(b), the Tendering Parties shall have no rights under this Agreement that would otherwise
be prohibited under the Charter.


 


(c) In
connection with an exercise of OP Unit Redemption Rights pursuant to this Section 8.4, the Tendering Party shall submit the following
to the General Partner, in addition to the Notice of Redemption:


 


(i) A
written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined
for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing
that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership
Limit (or, if applicable the Excepted Holder Limit);


 


(ii) A
written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares
prior to the closing of the Redemption on the Specified Redemption Date; and


 


(iii) An
undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual
and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit
required by Section 8.4(c)(i) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall
own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit).


 






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(iv) Any
other documents as the General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the
OP Unit Redemption Right.


 


(d) Any
Cash Amount to be paid to a Tendering Party pursuant to this Section 8.4 shall be paid on the Specified Redemption Date; provided,
however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the
extent required for the General Partner to provide financing to be used to make such payment of the Cash Amount, by causing the issuance
of additional REIT Shares or otherwise. Notwithstanding the foregoing, the General Partner agrees to use its commercially reasonable efforts
to cause the closing of the acquisition of Tendered 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 OP Unit Redemption Rights to prevent, among other things, (i) any person from owning shares in excess of the Ownership
Limit and the Excepted Holder Limit, (ii) the General Partner’s common stock from being owned by fewer than 100 persons, (iii) the
General Partner from being “closely held” within the meaning of Section 856(h) of the Code, (iv) violations or what would
be likely to constitute a violation of any applicable federal or state securities law, (v) violations of any provision of the General
Partner’s Charter or Bylaws and (vi) 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 holding Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Partnership which states
that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Partnership be treated as a “publicly
traded partnership” under Section 7704 of the Code.


 


(f) A
redemption fee may be charged in connection with an exercise of OP Unit Redemption Rights pursuant to this Section 8.4.


 


8.5 Redemption,
Exchange or Retention of the Special OP Units in a Terminal Event.


 


(a) Terminal
Events. In connection with: (i) a merger, consolidation or sale of substantially all of the Partnership’s assets, a purchase,
tender or exchange offer accepted by the holders of more than 50% of the outstanding REIT Shares, or any similar transaction, (ii) any
transaction pursuant to which a majority of the Directors then in office are replaced or removed which is not otherwise described in (i)
above, other than the removal of a majority of the Directors for cause in accordance with Section 5.8 of the Charter, (iii) a refinancing
of the Partnership’s assets, or (iv) the termination or nonrenewal of the Advisory Agreement for any reason other than by the Advisor
or a termination pursuant to Section 14.02(i) of the Advisory Agreement, (the events described in (i) through (iv) are hereinafter referred
to individually as a “Terminal Event” and collectively as the “Terminal Events”), then at the election
of the Special OP Unitholder, and as further provided in Section 8.5(b) below, the Special OP Unitholder may (1) exchange its Special
OP Units for OP Units, (2) exchange its Special OP Units for OP Units and immediately thereafter redeem such OP Units received in such
exchange pursuant to Section 8.5(b) hereof, or (3) retain its Special OP Units.


 






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(b) Redemption,
Exchange or Retention of the Special OP Units.


 


(i) If
the Special OP Unitholder elects to exchange its Special OP Units for OP Units in connection with a Terminal Event, then the Special OP
Units shall be exchanged for a number of OP Units equal in value to (the “Special OP Unit Value”) the aggregate amount
of distributions that would have been made with respect to the Special OP Units under Section 5.2(b)(ii) if all assets (subject
to their liabilities) of the Partnership were sold for their fair market value, as determined in good faith by the General Partner, immediately
prior to the Terminal Event and in the manner set forth below, any remaining liabilities of the Partnership were satisfied in full in
cash according to their terms and assuming for these purposes that all such remaining liabilities had matured, and Net Sales Proceeds
(after satisfaction of such liabilities) were distributed in full pursuant to Section 5.2(b). The Special OP Unit Value shall be
determined (1) in connection with a Terminal Event described in Section 8.5(a)(i) above, by reference to the value of the consideration
received or to be received by the holders of REIT Shares and the implied value of the assets and liabilities of the General Partner and
the Partnership as a result thereof, (2) in connection with a Terminal Event described in Sections 8.5(a)(iii) above, by reference
to the fair market value of the assets and liabilities of the General Partner and the Partnership as determined in connection with such
refinancing, and (3) in connection with a Terminal Event described in Sections 8.5(a)(ii) or (iv) above, by an independent
third party selected by the General Partner. The valuation mechanisms referred to in the immediately preceding clauses (1) through (3)
are hereinafter referred to as the “Valuation Mechanisms”. If multiple Terminal Events are triggered in connection with a
series of related events, the General Partner, in its sole discretion, may determine which Valuation Mechanism should be used to value
the OP Units and determine the Special OP Unit Value. For the avoidance of doubt, the Special OP Unit Value shall be based on the incremental
value of the assets of the Partnership in excess of the highest value of the assets of the Partnership utilized in any preceding Crystallization
Events or Terminal Event.


 


(ii) If
the Special OP Unitholder elects to receive OP Units in exchange for its Special OP Units in connection with the Terminal Event but not
to have such OP Units redeemed, then such OP Units shall thereafter be subject to all of the applicable provisions of this Agreement,
including providing their holder with the right to redeem such OP Units pursuant to all the terms and conditions of Section 8.4
hereof and including that such OP Unit may be subject to claw back in accordance with Section 5.2(f). If the Special OP Unitholder elects
to immediately redeem its OP Units, then the Special OP Unitholder shall receive, at its option, upon redemption of such OP Units, cash,
a non-interest bearing promissory note, or REIT Shares (subject to applicable restrictions), with an aggregate value equal to the Special
OP Unit Value as determined under subsection (i) of this Section 8.5(b). If the Special OP Unitholder elects payment in the form
of a non-interest bearing promissory note, such non-interest bearing promissory note shall be payable in 12 equal quarterly installments,
provided, however, that no payment will be made in any quarter in which such payment would impair the General Partner’s capital
or jeopardize the General Partner’s REIT status (if applicable), in which case any such payment or payments shall be delayed until
the next quarter in which payment would not impair the General Partner's capital or jeopardize the General Partner's REIT status.


 






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(iii) In
connection with a Terminal Event, the Special OP Unitholder may elect not to have the Special OP Units exchanged for OP Units. In such
event, the Special OP Unitholder shall receive a cash distribution or a non-interest bearing promissory note equal to the aggregate amount
that the Special OP Unitholder would have been entitled to receive under subparagraph (ii) of this Section 8.5(b) above as if the
Special OP Unitholder had elected to exchange the Special OP Units into OP Units which were thereafter immediately redeemed (the “Special
OP Unit Terminal Distribution”); provided, however that the Special OP Units shall not, under such circumstances, be exchanged
for Partnership Units and shall instead remain outstanding and subject to all of the applicable provisions of this Agreement.


 


(iv) If
REIT Shares are to be issued in connection with the redemption of Partnership Units pursuant to this Section 8.5(b), then the General
Partner shall issue such REIT Shares in accordance herewith and the exchange of Partnership Units shall be treated in accordance with
Section 8.4(b) as if the Partnership Units were Tendered Units. All cash payments required to be made pursuant to this Section
8.5 shall be made by wire transfer of immediately available funds to an account designated by the recipient of such payment.


 


(c) Limitation
on Exchange and Redemption. Notwithstanding anything herein to the contrary, no exchange or redemption pursuant to Section 8.5(b)
shall be permitted unless and until Unitholders have received (or are deemed to have received pursuant to the deemed valuations set forth
in such sections) aggregate, cumulative distributions from the Partnership to Unitholders for all years from operating income, sales proceeds
and other sources in an amount equal to (i) the sum of the aggregate Capital Contributions to the Partnership by the Unitholders for all
years plus (ii) a Priority Return on the amount described in the immediately preceding subclause (i).


 


8.6 Redemption
and Exchange of Partnership Units by the Special OP Unitholder. The Special OP Unitholder shall have the right to redeem the Partnership
Units it holds pursuant to all the terms and conditions of Section 8.4 hereof. Notwithstanding the foregoing, the Special OP Unitholder
shall not be entitled to exercise such right to redeem the portion of the OP Units it holds that are attributable to the rollover of its
indirect interest in the Property in connection with the formation of the Partnership (the “Restricted OP Units”) prior
to August 1, 2022; provided that as of that date 50% of the Restricted OP Units shall no longer be treated as Restricted OP Units and
shall be exchangeable; provided further, that at such time as OP Unitholders have received (or are deemed to have received in a hypothetical
liquidation of the Partnership) aggregate, cumulative distributions from the Partnership to Unitholders for all years from operating income,
sales proceeds and other sources in an amount equal to (i) the sum of the aggregate Capital Contributions to the Partnership by the OP
Unitholders for all years plus (ii) a Priority Return on the amount described in the immediately preceding subclause (i), an additional
40% of the original Restricted OP Units shall not longer be treated as Restricted OP Units. For so long as the Special OP Unitholder remains
a partner of the Partnership, it shall retain at least 10% of the original Restricted OP Units.


 






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ARTICLE 9




TRANSFERS OF LIMITED PARTNERSHIP INTERESTS


 


9.1 Purchase
for Investment.


 


(a) Each
Limited Partner hereby represents and warrants to the General Partner and to the Partnership that the acquisition of his Partnership Interest
is made as a principal for his 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 he will not sell, assign or otherwise transfer his Partnership Interest or any fraction thereof, whether voluntarily
or by operation of law or at judicial sale or otherwise, to any Person who does not make the representations and warranties to the General
Partner set forth in Section 9.1(a) above and similarly agree not to sell, assign or transfer such Partnership Interest or fraction
thereof to any Person who does not similarly represent, warrant and agree.


 


9.2 Restrictions
on Transfer of Limited Partnership Interests.


 


(a) Subject
to the provisions of Section 9.2(b) and 9.2(c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise
transfer all or any portion of his 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 prior
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: (i) as a result of a permitted Transfer (i.e., a Transfer consented to as
contemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.5 below) of all of its Partnership Interest
pursuant to this Article 9, (ii) pursuant to a redemption of all of its Partnership Units pursuant to Section 8.4 or (iii)
pursuant to the redemption of the Limited Partner’s Special OP Units pursuant to Section 8.5 and Partnership Units pursuant
to Section 8.4. Upon the permitted Transfer or redemption of all of a Limited Partner’s Partnership Units and Special OP
Units, if any, such Limited Partner shall cease to be a Limited Partner.


 


(c) Notwithstanding
Section 9.2(a) and subject to Sections 9.2(d), 9.2(e) and 9.2(f) below, a Limited Partner may not Transfer,
without the prior consent of the General Partner, which consent will not be unreasonably withheld, all or a portion of its Partnership
Interest to (i) a parent or parent’s spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother
or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), of which trust
such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii)
if the Limited Partner is an entity, its beneficial owners.


 






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(d) No
Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for
the Partnership, such proposed Transfer would 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).


 


(e) No
Transfer by a Limited Partner of its Partnership Interest, in whole or in part, may be made to any Person if (i) in the opinion of legal
counsel for the Partnership, the transfer would result in the Partnership’s being treated as an association taxable as a corporation
(other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the
Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner
to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an “established
securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704
of the Code.


 


(f) No
Transfer by a Limited Partner of any Partnership Interest may be made to a lender to the Partnership or any Person who is related (within
the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within
the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute
discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership
and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously
with the time at which such lender would be deemed to be a Partner in the Partnership for purposes of allocating liabilities to such lender
under Section 752 of the Code.


 


(g) Any
Transfer in contravention of any of the provisions of this Article 9 shall be void and ineffectual and shall not be binding upon,
or recognized by, the Partnership.


 


(h) Prior
to the consummation of any Transfer under this Article 9, the transferor and/or the transferee shall deliver to the General Partner
such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.


 


9.3 Admission
of Substitute Limited Partner.


 


(a) Subject
to the other provisions of this Article 9, an assignee of the Limited Partnership Interest of a Limited Partner (which shall be
understood to include any purchaser, transferee, donee, or other recipient of any disposition of such Limited Partnership Interest) shall
be deemed admitted as a Limited Partner of the Partnership only with the consent of the General Partner, which consent may be granted
or withheld in its sole and absolute discretion, 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.


 






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


 


(iii) The
assignee shall have delivered a letter containing the representation set forth in Section 9.1(a) hereof and the agreement set forth
in Section 9.1(b) hereof.


 


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


 


(v) The
assignee shall have executed a power of attorney containing the terms and provisions set forth in Section 8.2 hereof.


 


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


 


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


 


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


 


(c) The
General Partner shall cooperate with the Person seeking to become a Substitute Limited Partner by preparing the documentation required
by this Section and making all official filings and publications. The Partnership shall take all such action as promptly as practicable
after the satisfaction of the conditions in this Article 9 to the admission of such Person as a Limited Partner of the Partnership.


 






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9.4 Rights
of Assignees of Partnership Interests.


 


(a) Subject
to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated
for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received
notice thereof.


 


(b) Any
Person who is the assignee of all or any portion of a Limited Partner’s Limited Partnership Interest, but does not become a Substitute
Limited Partner and desires to make a further assignment of such Limited Partnership Interest, shall be subject to all the provisions
of this Article 9 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of its Limited
Partnership Interest.


 


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


 


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


 






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ARTICLE 10




BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS


 


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


 


10.2 Custody
of Partnership Funds; Bank Accounts.


 


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


 


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


 


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


 


10.4 Annual
Tax Information and Report. Within seventy-five (75) days after the end of each fiscal year of the Partnership, the General Partner
shall furnish to each person who was a Limited Partner at any time during such year the tax information necessary to file such Limited
Partner’s individual tax returns as shall be reasonably required by law.


 


10.5 Partnership
Representative; Tax Elections; Special Basis Adjustments.


 


(a) Partnership
Representative.


 


(i) The
General Partner shall be designated as the partnership representative of the Partnership (the “Partnership Representative”)
within the meaning of Section 6223 of the Code in accordance with Regulations Section 301.6223-1 and any other applicable guidance by
the Service. The General Partner shall also appoint an individual (the “Designated Individual”) through whom the Partnership
Representative acts in accordance with Regulations Section 301.6223-1 and any other applicable guidance by the Service. The General Partner
is authorized to revoke and replace from time to time the Partnership Representative or the Designated Individual in accordance with Regulations
Section 301.6223-1 and any other applicable guidance by the Service. The General Partner shall make all designations and appointments
under similar or analogous state, local or non-U.S. laws. The Partnership Representative shall have the right and obligation to take all
actions authorized and required, respectively, by the Code and Regulations for the Partnership Representative. The taking of any action
and the incurring of any expense by the Partnership Representative in connection with any applicable proceeding, except to the extent
required by law, is a matter in the sole and absolute discretion of the Partnership Representative, and the provisions relating to indemnification
of the Indemnitees set forth in Section 6.3 hereof shall be fully applicable to the Partnership Representative and the Designated
Individual, if any, acting as such.


 






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(ii) Each
Partner agrees that such Partner shall not treat any Partnership-related item inconsistently on such Partner’s federal, state, local
or non-U.S. tax return with the treatment of the item on the Partnership’s return. Any deficiency for taxes imposed on any Partner
with respect to such Partner’s interest in the Partnership (including penalties, additions to tax or interest imposed with respect
to such taxes and any tax deficiency imposed pursuant to Section 6226 of the Code) will be paid by such Partner. Without duplication of
Section 5.2(c) hereof, if the Partnership is required to pay (and actually pays) an imputed underpayment (including penalties,
additions to tax or interest imposed with respect to such taxes, pursuant to Section 6225 of the Code) with respect to a reviewed year,
or bears the economic burden of imputed underpayments made by entities in which it is a partner, such amounts paid will be recoverable
from the reviewed-year Partners. To the extent that the Partnership or the Partnership Representative, as applicable, does not make an
election under Sections 6221(b) (if available) or 6226 of the Code, the Partnership shall use commercially reasonable efforts to (i) make
any modifications available under Section 6225(c) of the Code, and (ii) if requested by a Partner, provide to such Partner information
allowing such Partner to file an amended federal income tax return, as described in Section 6225(c)(2) of the Code, to the extent such
amended return and payment of any related federal income taxes would reduce any taxes payable by Partnership. Each Limited Partner shall,
including any time after such Limited Partner withdraws from or otherwise ceases to be a Limited Partner, take all actions requested by
the General Partner, including timely provision of requested information and consents in connection with implementing any elections or
decisions made by the Partnership or the Partnership Representative (or Person acting in a similar capacity under similar or analogous
state, local or non-U.S. laws) related to any tax audit or examination of the Partnership (including to implement any modifications to
any imputed underpayment or similar amount under Section 6225(c) of the Code, any elections under Sections 6221 or 6226 of the Code and
any administrative adjustment request under Section 6227 of the Code).


 


(iii) Notwithstanding
anything to the contrary in this Agreement, any information, representations, certificates, forms, or documentation provided pursuant
to this Section 10.5(a) may be disclosed to any applicable taxing authority. Each Partner agrees to be bound by the provisions
of this Section 10.5(a) at all times, including any time after such Partner ceases to be a Partner solely with respect to matters
directly related to such Partner’s interest in the Partnership, and the provisions of Section 10.5(a) shall survive the winding
up, liquidation and dissolution of the Partnership.


 






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


 


(c) In
the event of a transfer of all or any part of the Partnership Interest of any Partner, the Partnership, at the option of the General Partner
may elect pursuant to Section 754 of the Code to adjust the basis of the Partnership’s assets. Notwithstanding anything contained
in Article 5 of this Agreement, any adjustments made pursuant to Section 754 of the Code shall affect only the successor in interest
to the transferring Partner and in no event shall be taken into account in establishing, maintaining or computing Capital Accounts for
the other Partners for any purpose under this Agreement. Each Partner will furnish the Partnership with all information necessary to give
effect to such election.


 


10.6 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 at the expense of such Partner, provided
such audit is made for Partnership purposes and is made during normal business hours.


 


10.7 Safe
Harbor Election. The Partners agree that, in the event the Safe Harbor Regulation is finalized, the Partnership shall be authorized
and directed to make the Safe Harbor Election and the Partnership and each Partner (including any person to whom an interest in the Partnership
is transferred in connection with the performance of services) agrees to comply with all requirements of the Safe Harbor with respect
to all interests in the Partnership transferred in connection with the performance of services while the Safe Harbor Election remains
effective. The Tax Matters Partner shall be authorized to (and shall) prepare, execute, and file the Safe Harbor Election.


 






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ARTICLE 11




AMENDMENT OF AGREEMENT


 


The General Partner’s
consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend
this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined
in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(c)(ii) or 7.1(c)(iii), 7.1(d) or 7.1(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 67% of the Percentage Interests of the Limited Partners:


 


(a) any
amendment affecting the operation of the Conversion Factor or the OP Unit Redemption Right (except as provided in Section 7.4(d)
or 7.1(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 4.2 hereof; or


 


(c) any
amendment that would alter the Partnership’s allocations of income and loss to the Limited Partners, other than with respect to
the issuance of additional Partnership Units pursuant to Section 4.2 hereof; and any amendment that would impose on any Limited
Partner any obligation to make additional Capital Contributions to the Partnership or otherwise alter such Limited Partner’s right
to receive distributions of cash or other property or allocations of items of income, gain, deduction loss or credit shall require the
written consent of both the General Partner and any such Limited Partner. In addition, any amendment to Sections 5.1(b), 5.2,
or 8.5 shall require the consent of the Special OP Unitholder, and any amendment to this Article 11 shall require the written
consent of all Partners.


 






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ARTICLE 12




GENERAL PROVISIONS


 


12.1 Notices.
All communications required or permitted under this Agreement shall be in writing and shall be deemed to have been given when delivered
personally or upon deposit in the United States mail, registered, postage prepaid return receipt requested, to the Partners at the addresses
set forth in Exhibit A attached hereto; provided, however, that any Partner may specify a different address by notifying the General
Partner in writing of such different address. Notices to the Partnership shall be delivered at or mailed to its specified office.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


12.9 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 laws shall not be governed by this Section 12.9.


 






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IN WITNESS
WHEREOF, the parties hereto have hereunder affixed their signatures to this Agreement, all as of the 30th day of September,
2022.


 


	 	GENERAL PARTNER:
	 	 	 
	 	NRI REAL TOKEN INC., a Maryland corporation
	 	 	 
	 	By:	/s/ Brent M. Reynolds
	 	Name: 	Brent M. Reynolds
	 	Title:	Chief Executive Officer


 


	 	SPECIAL OP UNITHOLDER:
	 	 	 
	 	NRI REAL TOKEN THESIS LLC, a Delaware limited liability company
	 	 	 
	 	By:	NRI Real Token Advisors LLC, a Delaware limited liability company and Manager of Special OP Unitholder
	 	 	 
	 	 	
    By: Nolan Reynolds International,
LLC, a Delaware limited liability company and the Sole Member of NRI Real Token Advisors, LLC



 


	 	By:	/s/ Brent M. Reynolds
	 	 	Brent M. Reynolds
	 	 	Its Chief Executive Officer


 


 


Annex A - 55