EXHIBIT 10.1


 


AGREEMENT
OF LIMITED PARTNERSHIP


 


OF


 


UDF V
OP, L.P.


  


October 15, 2013


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	Page
	 	 
	ARTICLE I DEFINED TERMS	1
	 	 
	ARTICLE II PARTNERSHIP FORMATION AND IDENTIFICATION	8
	 	 	 
	2.1	Formation	8
	 	 	 
	2.2	Name, Office and Registered Agent	9
	 	 	 
	2.3	Partners	9
	 	 	 
	2.4	Term and Dissolution	9
	 	 	 
	2.5	Filing of Certificate and Perfection of Limited Partnership	9
	 	 	 
	2.6	Certificates Describing Partnership Units	10
	 	 	 
	ARTICLE III BUSINESS OF THE PARTNERSHIP	10
	 	 
	ARTICLE IV CAPITAL CONTRIBUTIONS AND ACCOUNTS	10
	 	 	 
	4.1	Capital Contributions	10
	 	 	 
	4.2	Additional Capital Contributions and Issuances of Additional Partnership Interests.	11
	 	 	 
	4.3	Additional Funding	12
	 	 	 
	4.4	Capital Accounts	13
	 	 	 
	4.5	Percentage Interests	13
	 	 	 
	4.6	No Interest on Contributions	13
	 	 	 
	4.7	Return of Capital Contributions	13
	 	 	 
	4.8	No Third-Party Beneficiary	13
	 	 	 
	ARTICLE V PROFIT AND LOSS; DISTRIBUTIONS	14
	 	 	 
	5.1	Allocation of Profit and Loss	14
	 	 	 
	5.2	Distributions of Cash	16
	 	 	 
	5.3	REIT Distribution Requirements	17
	 	 	 
	5.4	No Right to Distributions in Kind	17
	 	 	 
	5.5	Limitations on Return of Capital Contributions	17
	 	 	 
	5.6	Distributions Upon Liquidation	17
	 	 	 
	5.7	Substantial Economic Effect	17
	 	 	 
	ARTICLE VI RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER	18
	 	 	 
	6.1	Management of the Partnership	18
	 	 	 
	6.2	Delegation of Authority	20
	 	 	 
	6.3	Indemnification and Exculpation of Indemnitees	21


 




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	6.4	Liability of the General Partner	22
	 	 	 
	6.5	Reimbursement of General Partner	24
	 	 	 
	6.6	Outside Activities	24
	 	 	 
	6.7	Employment or Retention of Affiliates	24
	 	 	 
	6.8	Title to Partnership Assets	24
	 	 	 
	6.9	Miscellaneous	25
	 	 	 
	ARTICLE VII CHANGES IN GENERAL PARTNER	25
	 	 	 
	7.1	Transfer of the General Partner’s Partnership Interest	25
	 	 	 
	7.2	Admission of a Substitute or Additional General Partner	26
	 	 	 
	7.3	Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner.	27
	 	 	 
	7.4	Removal of a General Partner	27
	 	 	 
	ARTICLE VIII RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS	28
	 	 	 
	8.1	Management of the Partnership	28
	 	 	 
	8.2	Power of Attorney	28
	 	 	 
	8.3	Limitation on Liability of Limited Partners	29
	 	 	 
	8.4	Ownership by Limited Partner of Corporate General Partner or Affiliate	29
	 	 	 
	8.5	Exchange Right	29
	 	 	 
	8.6	Call Right	30
	 	 	 
	8.7	Duties and Conflicts	32
	 	 	 
	ARTICLE IX TRANSFERS OF LIMITED PARTNERSHIP INTERESTS	32
	 	 	 
	9.1	Purchase for Investment	32
	 	 	 
	9.2	Restrictions on Transfer of Limited Partnership Interests	32
	 	 	 
	9.3	Admission of Substitute Limited Partner	33
	 	 	 
	9.4	Rights of Assignees of Partnership Interests	34
	 	 	 
	9.5	Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner.	35
	 	 	 
	9.6	Joint Ownership of Interests	35
	 	 	 
	ARTICLE X BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS	35
	 	 	 
	10.1	Books and Records	35
	 	 	 
	10.2	Custody of Partnership Funds; Bank Accounts	35
	 	 	 
	10.3	Fiscal and Taxable Year	36
	 	 	 
	10.4	Annual Tax Information and Report	36
	 	 	 
	10.5	Tax Matters Partner; Tax Elections; Special Basis Adjustments	36
	 	 	 
	10.6	Reports to Limited Partners	36


 




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	ARTICLE XI AMENDMENT OF AGREEMENT; MEETINGS	37
	 	 	 
	11.1	Amendment	37
	 	 	 
	11.2	Meetings of Partners	37
	 	 	 
	ARTICLE XII MERGER, EXCHANGE OR CONVERSION	39
	 	 	 
	12.1	Merger, Exchange or Conversion of Partnership	39
	 	 	 
	12.2	Approval of Plan of Merger, Exchange or Conversion.	39
	 	 	 
	12.3	Rights of Dissenting Limited Partners	41
	 	 	 
	ARTICLE XIII GENERAL PROVISIONS	42
	 	 	 
	13.1	Notices	42
	 	 	 
	13.2	Survival of Rights	42
	 	 	 
	13.3	Additional Documents	42
	 	 	 
	13.4	Severability	42
	 	 	 
	13.5	Entire Agreement	42
	 	 	 
	13.6	Pronouns and Plurals	42
	 	 	 
	13.7	Headings	42
	 	 	 
	13.8	Counterparts	42
	 	 	 
	13.9	Governing  Law	42
	 	 	 
	13.10	Arbitration	42
	 	 	 
	13.11	Acknowledgement as to Exculpation and Indemnification	43


 




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AGREEMENT OF LIMITED PARTNERSHIP


 


OF


 


UDF V OP, L.P.


 


This Agreement of Limited
Partnership is entered into effective as of the 15th day of October, 2013, by and among United Development Funding
Income Fund V, a Maryland real estate investment trust, UDFH Land Development, L.P., a Delaware limited partnership (the “Original
Limited Partner”), and the Limited Partner(s) set forth or which may, in the future, be set forth on Exhibit A
hereto, as amended from time to time.


 


RECITALS


 


WHEREAS, the
parties desire to enter into this Agreement in order to set forth the terms and conditions under which UDF V OP, L.P., a limited
partnership formed under the laws of the State of Delaware (the “Partnership”), will be operated, as well as
the rights, obligations, and limitations of the General Partner and the Limited Partners (each as defined in Article 1 hereof)
with respect to each other and the Partnership as a whole.


 


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


 


AGREEMENT


 


ARTICLE I

DEFINED TERMS


 


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


 


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


 


“Additional Funds” has
the meaning set forth in Section 4.3 hereof.


 


“Additional Limited Partner”
means a Person admitted to the Partnership as a Limited Partner pursuant to Section 4.1 hereof and who is shown as such on the
books and records of the Partnership.


 


“Additional Securities”
has the meaning set forth in Section 4.2(a)(ii) hereof.


 


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


  




    	 



    	 



    

  


“Advisor” or “Advisors”
means the Person or Persons, if any, appointed, employed or contracted with by the General Partner pursuant to its Declaration
of Trust and responsible for directing or performing the day-to-day business affairs of the General Partner, including any Person
to whom the Advisor subcontracts all or substantially all of such functions.


 


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


 


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


 


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


 


“Call Notice” means
a Call Notice, as defined in Section 8.6(a) hereof and substantially in the form of Exhibit C hereto.


 


“Call Right” has the
meaning provided in Section 8.6(a) hereof.


 


“Capital Account” has
the meaning provided in Section 4.4 hereof.


 


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


 


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


 


“Certificate” means
the Partnership’s Certificate of Limited Partnership, as originally filed with the Delaware Secretary of State and as amended
from time to time.


 


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


 


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


  




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“Competent Independent Expert”
shall mean a Person with no material current or prior business or personal relationship with the General Partner or the Partnership
who is engaged to a substantial extent in the business of rendering opinions regarding the value of the assets of the type held
by the Partnership and who is qualified to perform such work. Membership in a nationally recognized appraisal society such as the
American Institute of Real Estate Appraisers or the Society of Real Estate Appraisers shall be conclusive evidence of such qualification.


 


“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 (and, in each of cases (i) through
(iii), the Partnership does not make a corresponding distribution, subdivision, or combination with respect to the Partnership
Units), the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall
be the number of REIT Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination
(assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time), and the
denominator of which shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding
on such date, and provided further, that in the event that an entity other than an Affiliate of the General Partner shall become
General Partner pursuant to any merger, consolidation or combination of the General Partner with or into another entity (the “Successor
Entity”), the Conversion Factor shall be adjusted by multiplying the Conversion Factor by the number of shares of the
Successor Entity into which one REIT Share is converted pursuant to such merger, consolidation or combination, determined as of
the date of such merger, consolidation or combination. Any adjustment to the Conversion Factor shall become effective immediately
after the effective date of such event retroactive to the record date, if any, for such event; provided, however, that if the General
Partner receives an Exchange Notice after the record date, but prior to the effective date of such dividend, distribution, subdivision
or combination, the Conversion Factor shall be determined as if the General Partner had received the Exchange Notice immediately
prior to the record date for such dividend, distribution, subdivision or combination.


 


“Declaration of Trust”
means the Declaration of Trust filed with the Maryland State Department of Assessments and Taxation, as amended or restated from
time to time.


 


“Dissenting Limited Partner”
has the meaning provided in Section 12.3(a) hereof.


 


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


 


“Exchange Notice” means
a Notice of Exercise of Exchange Right, substantially in the form of Exhibit B hereto.


 


“Exchange Right” has
the meaning provided in Section 8.5(a) hereof.


  




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“Exchanging Partner”
has the meaning provided in Section 8.5(a) hereof.


 


“General Partner” means
United Development Funding Income Fund V, and any Person who becomes a substitute or additional General Partner as provided herein,
and any successors thereto.


 


“General Partner Interest”
means a Partnership Interest held by the General Partner that is a general partner interest. A General Partner Interest may be
(but is not required to be) expressed as a number of Partnership Units.


 


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


 


“Holding Period” means,
with respect to Partnership Units acquired by Additional Limited Partners hereunder, the period commencing on the date of issuance
of such Units through and including the fourth anniversary of such date of acquisition.


 


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


 


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


 


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


 


“Limited Partnership Interest”
means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited
Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together
with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of such Act. A Limited Partnership
Interest may be (but is not required to be) expressed as a number of Partnership Units.


 


“Liquidating Event”
has the meaning set forth in Section 2.4 hereof.


 


“Loss” has the meaning
provided in Section 5.1(f) hereof.


 


“LP Return” means, with
regard to any Limited Partner, an amount equal to the aggregate cash dividends that would have been payable to such Limited Partner
with respect to the applicable fiscal period if such Limited Partner had owned REIT Shares equal in number to the product of Partnership
Units owned by such Limited Partner during such fiscal period multiplied by the Conversion Factor then in effect.


 


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


  




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“Net Capital Proceeds”
means the net cash proceeds received by the Partnership in connection with (i) any Sale, (ii) any borrowing or refinancing of borrowing(s)
by the Partnership, (iii) any condemnation or deeding in lieu of condemnation of all or a portion of any Property, (iv) any collection
in respect of property, hazard, or casualty insurance (but not business interruption insurance) or any damage award; or (v) any
other transaction the proceeds of which, in accordance with generally accepted accounting principles, are considered to be capital
in nature, in each case, after deduction of (a) all costs and expenses incurred by the Partnership with regard to such transactions
(including, without limitation, any repayment of any indebtedness required to be repaid as a result of such transaction or which
the General Partner elects to pay out of the proceeds of such transaction, together with accrued interest and premium, if any,
thereon and any sales commissions or other costs or expenses due and payable to any Person in connection therewith, including to
a Partner or its Affiliates), and (b) all amounts expended by the Partnership for the acquisition of additional Properties, Mortgages
or other investments or for capital repairs or improvements to any Property with such cash proceeds.


 


“New Allocations” has
the meaning set forth in Section 5.7.


 


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


 


“Offering” means the
initial offer and sale by the General Partner of REIT Shares to the public.


 


“Original Limited Partner”
has the meaning set forth in the preamble.


 


“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 preamble.


 


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


 


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


 


“Partnership Record Date”
means the record date established by the General Partner for the distribution of cash pursuant to Section 5.2, which record date
shall be the same as the record date established by the General Partner for a distribution to its stockholders.


 


“Partnership Unit” means
a fractional, undivided share of the Partnership Interests of all Partners issued hereunder. The number of Partnership Units held
by the General Partner will, as of any relevant date, equal the difference between (a) the product of the number of shares of the
General Partner issued since the formation of the General Partner through such relevant date (adjusted to reflect any subdivisions
or combinations of shares of the General Partner through such relevant date), multiplied by the inverse of the Conversion Factor
as of such relevant date (i.e., one (1) divided by the Conversion Factor as of such relevant date), and (b) the number of Partnership
Units of the General Partner deemed purchased or redeemed pursuant to Section 6.9 since the inception of the Partnership through
such relevant date.


  




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


 


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


 


“Profit” has the meaning
provided in Section 5.1(f).


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


“Service” means the
Internal Revenue Service.


 


“Specified Exchange Date”
means the first business day of the month first occurring after the expiration of 60 business days from the date of receipt by
the General Partner of the Exchange Notice.


 


“Sponsor” means any
Person which (i) is directly or indirectly instrumental in organizing, wholly or in part, United Development Funding Income Fund
V, (ii) will manage or participate in the management of United Development Funding Income Fund V, and any Affiliate of any such
Person, other than a Person whose only relationship with United Development Funding Income Fund V is that of an independent property
manager and whose only compensation is as such, (iii) takes the initiative, directly or indirectly, in founding or organizing United
Development Funding Income Fund V, either alone or in conjunction with one or more other Persons, (iv) receives a material participation
in United Development Funding Income Fund V in connection with the founding or organizing of the business of United Development
Funding Income Fund V, in consideration of services or property, or both services and property, (v) possesses significant rights
to control Properties, other than a Person whose only relationship with United Development Funding Income Fund V is that of an
independent property manager and whose only compensation is as such, or (vi) provides goods or services to United Development Funding
Income Fund V on a basis which was not negotiated at arm's-length with United Development Funding Income Fund V.


 


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


  




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


 


“Substitute Limited Partner”
means any Person admitted to the Partnership as a Limited Partner pursuant to Section 9.3.


 


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


 


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


 


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


 


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


 


“Transfer Restriction Date”
means the effective date upon which American Realty Capital Residential Advisors, LLC, a Delaware limited liability company, shall
cease acting as the advisor to the General Partner under the terms of an advisory agreement (or successor advisory agreement) entered
into between the General Partner and American Realty Capital Residential Advisors, LLC.


 


“United Development Funding Income
Fund V” means United Development Funding Income Fund V, a Maryland real estate investment trust.


 


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


 


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


 


ARTICLE II

PARTNERSHIP FORMATION AND IDENTIFICATION


 


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


  




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2.2         Name,
Office and Registered Agent. The name of the Partnership is “UDF V OP, L.P.” The principal place of
business of the Partnership shall be 1301 Municipal Way, Suite 100, Grapevine, Texas 76051. 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 Corporation Service Company, 2711 Centerville Road, Suite 400, in the City
of Wilmington, County of New Castle 19808. The sole duty of the registered agent as such is to forward to the Partnership any
notice that is served on it as registered agent.


 


2.3         Partners.


 


(a)         The
general partner of the Partnership is United Development Funding Income Fund V. Its principal place of business is the same as
that of the Partnership.


 


(b)         The
limited partners are those Persons identified as Limited Partners (including the Original Limited Partner) on Exhibit A
hereto, as it may be amended from time to time.


 


2.4         Term
and Dissolution.


 


(a)         The
Partnership shall have perpetual duration, except that the Partnership shall be dissolved earlier upon the first to occur of any
of the following events (each, a “Liquidating Event”):


 


(i)         the
occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner
unless the business of the Partnership is continued pursuant to Section 7.3(b), provided, that if a General Partner is on the date
of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal
or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business
of such General Partner is continued by the remaining partner or partners thereof, either alone or with additional partners, and
such General Partner and such partners comply with any other applicable requirements of this Agreement;


 


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


 


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


 


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


 


(b)         Upon
dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b)), the General Partner
(or its trustee, receiver, successor or legal representative) shall amend or cancel the Certificate and liquidate the Partnership’s
assets and apply and distribute the proceeds thereof in accordance with Section 5.6. Notwithstanding the foregoing, the liquidating
General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership
(including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners
in kind.


 


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


  




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


  


“This certificate is not
negotiable. The Partnership Units represented by this certificate are governed by and transferable only in accordance with the
provisions of the Agreement of Limited Partnership of UDF V OP, L.P., as amended from time to time.


 


The Partnership Units evidenced
hereby have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities
laws of any state, and may not be sold, transferred, or otherwise disposed of in the absence of such registration, unless the transferor
delivers to the Partnership an opinion of counsel, in form and substance satisfactory to the Partnership, to the effect that the
proposed sale, transfer or other disposition may be effected without registration under the Securities Act and under applicable
state securities or “Blue Sky” laws.”


 


ARTICLE III

BUSINESS OF THE PARTNERSHIP


 


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


 


ARTICLE IV

CAPITAL CONTRIBUTIONS AND ACCOUNTS


 


4.1         Capital
Contributions. The General Partner and the Original Limited Partner have made Capital Contributions to the Partnership
in exchange for the Partnership Units set forth opposite their names on Exhibit A. At such time as new limited partners
are admitted into the Partnership (each, an “Additional Limited Partner” and collectively “Additional
Limited Partners”), each Additional Limited Partner shall make Capital Contributions as set forth opposite their names
on Exhibit A, as it may be amended from time to time. Exhibit A shall be deemed automatically amended upon, and
the General Partner may, without the approval of any other Partner, attach an amended Exhibit A to this Agreement to reflect:
(a) the issuance of Partnership Units issued to Additional Limited Partners or to any existing Limited Partner pursuant to Section
4.2, (b) any Partnership Units purchased or redeemed pursuant to Section 6.9, (c) any redemption or purchase of Partnership Units
by the Partnership or the General Partner by reason of the exercise by a Limited Partner of the Exchange Right, and (d) any purchase
by the General Partner (or any of its Affiliates) of Partnership Units pursuant to the Call Right.


  




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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 Units in respect thereof in the manner contemplated by this Section 4.2.


 


(a)         Issuances
of Additional Partnership Interests.


 


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


 


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


 


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


 


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





 




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(ii)         Issuance
of Additional Securities. The General Partner shall not issue any additional REIT Shares (other than REIT Shares issued in
connection with an exchange made pursuant to Section 8.5) or rights, options, warrants or convertible or exchangeable securities
containing the right to subscribe for or purchase REIT Shares (collectively, “Additional Securities”) other
than to all holders of REIT Shares, unless (A) the General Partner shall cause the Partnership to issue to the General Partner
(or to the General Partner and the Original Limited Partner), as the General Partner may designate, Partnership Interests or rights,
options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights
such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner (or
the General Partner and the Original Limited Partner) contributes the net proceeds from the issuance of such Additional Securities
and from any exercise of rights contained in such Additional Securities, directly and through the General Partner (or the General
Partner and the Original Limited Partner), to the Partnership; provided, however, that the General Partner is allowed to issue
Additional Securities in connection with an acquisition of a Property, Mortgage or other asset to be held directly by the General
Partner. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than
fair market value, and to cause the Partnership to issue to the General Partner (or to the General Partner and the Original Limited
Partner) corresponding Partnership Interests, so long as (1) the General Partner concludes in good faith that such issuance is
in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and
corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at
a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value
of the REIT Shares, either at the time of issuance or at the time of exercise, and (2) the General Partner contributes directly
or indirectly and through the Original Limited Partner all proceeds from such issuance to the Partnership.


 


(b)         Certain
Deemed Contributions of Proceeds of Issuance of REIT Shares. Subject to the permitted use of cash specified in Section 8.5(d),
in connection with any and all issuances of REIT Shares, the General Partner shall make directly or indirectly and through the
Original Limited Partner Capital Contributions to the Partnership of the proceeds from such issuances, 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 fees or expenses paid or incurred in connection with such issuance, then the General Partner (or the General
Partner together with the Original Limited Partner, as applicable) shall be deemed to have made Capital Contributions to the Partnership
in the aggregate amount of the gross proceeds of such issuance and the Partnership shall be deemed simultaneously to have paid
such offering expenses in accordance with Section 6.5 and in connection with the required issuance of additional Partnership Units
for such Capital Contributions pursuant to Section 4.2(a).


 


(c)         Original
Limited Partner Deemed Contributions. In the event the Original Limited Partner elects to defer any distribution of cash hereunder
to be made to it pursuant to Section 5.2(a), then such amount shall be deemed to be an additional contribution of capital to the
Partnership by the Original Limited Partner, which shall be added to the Original Limited Partner’s Capital Contribution
to the Partnership and the Original Limited Partner’s Capital Account as established and maintained under Section 4.4.


 


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


  




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4.4         Capital
Accounts. A separate capital account (a “Capital Account”) shall be established and maintained
for each Partner in accordance with Regulations Section 1.704-1(b)(2)(iv). If (a) a new or existing Partner acquires an additional
Partnership Interest in exchange for more than a de minimis Capital Contribution, (b) the Partnership distributes to a Partner
more than a de minimis amount of Partnership property as consideration for the redemption of a Partnership Interest, or (c) the
Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), the General Partner shall revalue the
property of the Partnership to its fair market value (as determined by the General Partner, in its sole and absolute discretion,
and taking into account Section 7701(g) of the Code) in accordance with Regulations Section 1.704-l(b)(2)(iv)(f). When the Partnership’s
property is revalued by the General Partner, the Capital Accounts of the Partners shall be adjusted in accordance with Regulations
Sections 1.704-1(b)(2)(iv)(f) and (g), which generally require such Capital Accounts to be adjusted to reflect the manner in which
the unrealized gain or loss inherent in such property (that has not been reflected in the Capital Accounts previously) would be
allocated among the Partners pursuant to Section 5.1 if there were a taxable disposition of such property for its fair market
value (as determined by the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the
Code) on the date of the revaluation.


 


4.5         Percentage
Interests. If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s
Percentage Interest shall be adjusted by the General Partner effective as of the 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 Profit and Loss for the taxable year in which the adjustment occurs shall be prorated between the part of the year ending
on the day when the Partnership’s property is revalued by the General Partner and the part of the year beginning on the
following day and, as so divided, shall be allocated to the Partners based on their Percentage Interests before adjustment, and
their adjusted Percentage Interests, respectively, either (a) as if the taxable year had ended on the date of the adjustment or
(b) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which
method shall be used to allocate Profit and Loss for the taxable year in which an adjustment occurs, as may be required or permitted
under Section 706 of the Code.


 


4.6         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 V

PROFIT AND LOSS; DISTRIBUTIONS


 


5.1         Allocation
of Profit and Loss.


 


(a)         After
giving effect to the special allocations set forth in Sections 5.1(b), (c) and (d), Profit for each fiscal year of the Partnership
shall be allocated as follows: (i) first to the Partners, pro rata, in amounts equal to the amount of cash distributed to the Partners
pursuant to Section 5.2(a) with respect to such fiscal year; (ii) second, to the extent the amount of Profit for such fiscal year
exceeds the amount of cash distributed to the Partners pursuant to Section 5.2(a), such excess shall be allocated to the General
Partner and the Limited Partners in amounts and in proportion to the cumulative Loss allocated to the General Partner pursuant
to clauses (y) and (z) of this Section 5.1(a) and the cumulative Loss allocated to the Limited Partners pursuant to clause (x)
of this Section 5.1(a), respectively; and (iii) finally, the balance, if any, of Profit shall be allocated to the Partners in accordance
with and in proportion to their respective Percentage Interests. Notwithstanding the foregoing, however, it is the intent of the
Partners that allocations of Profit to the Limited Partners be such that the amount of Profit allocated to each Limited Partner
be equal to the amount of income that would have been allocated to such Limited Partner with respect to the applicable fiscal period
if such Limited Partner had owned REIT Shares equal in number to the number of Partnership Units owned by such Limited Partner
during such fiscal period, and if, for any reason, the foregoing allocations of Profit result in any material variation from this
concept, Profit shall be allocated to each Limited Partner in an amount equal to the aggregate amount of income that would have
been allocated to such Limited Partner with respect to the applicable fiscal period if such Limited Partner had owned a number
of REIT Shares equal to the product of the number of Partnership Units owned by such Limited Partner during such fiscal period
multiplied by the Conversion Factor then in effect. After giving effect to the special allocations set forth in Sections 5.1(b),
(c) and (d), Loss for a fiscal year of the Partnership shall be allocated as follows: (w) first, to the Partners, pro rata, in
accordance with and in proportion to their respective Partnership Interests, until the cumulative Loss allocated to each Partner
under this clause (w) equals the cumulative Profit allocated to each Partner under clause (iii) of this Section 5.1(a); (x) second,
to the Limited Partners pro rata in an amount equal to each such Limited Partner’s Capital Account balance prior to the allocation
made under this clause (x); (y) third, to the General Partner in an amount equal to the General Partner’s Capital Account
balance prior to the allocation made under this clause (y); and (z) fourth, to the General Partner to the extent that any further
allocation of Loss to Limited Partners would result in any such Limited Partners having a deficit balance in their Capital Accounts.


 


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


  




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(c)         If
a Partner receives in any taxable year an adjustment, allocation, or distribution described in subparagraphs (4), (5), or (6) of
Regulations Section 1.704-1(b)(2)(ii)(d) that causes or increases a deficit balance in such Partner’s Capital Account that
exceeds the sum of such Partner’s shares of Partnership Minimum Gain and Partner nonrecourse debt minimum gain, as determined
in accordance with Regulations Sections 1.704-2(g) and 1.704-2(i), such Partner shall be allocated specially for such taxable year
(and, if necessary, later taxable years) items of income and gain in an amount and manner sufficient to eliminate such deficit
Capital Account balance as quickly as possible as provided in Regulations Section 1.704-1(b)(2)(ii)(d). After the occurrence of
an allocation of income or gain to a Partner in accordance with this Section 5.1(c), to the extent permitted by Regulations Section
1.704-1(b), items of expense or loss shall be allocated to such Partner in an amount necessary to offset the income or gain previously
allocated to such Partner under this Section 5.1(c).


 


(d)         Loss
shall not be allocated to a Limited Partner to the extent that such allocation would cause a deficit in such Partner’s Capital
Account (after reduction to reflect the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) to exceed
the sum of such Partner’s shares of Partnership Minimum Gain and Partner nonrecourse debt minimum gain. Any Loss in excess
of that limitation shall be allocated to the General Partner. After the occurrence of an allocation of Loss to the General Partner
in accordance with this Section 5.1(d), to the extent permitted by Regulations Section 1.704-1(b), Profit shall be allocated to
the General Partner in an amount necessary to offset the Loss previously allocated to the General Partner under this Section 5.1(d).


 


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


 


(f)         “Profit”
and “Loss” and any items of income, gain, expense, or loss referred to in this Agreement shall be determined
in accordance with federal income tax accounting principles, as modified by Regulations Section 1.704-(b)(2)(iv), except that Profit
and Loss shall not include items of income, gain and expense that are specially allocated pursuant to Sections 5.1(b), 5.1(c),
or 5.1(d). All allocations of income, Profit, gain, Loss, and expense (and all items contained therein) for federal income tax
purposes shall be identical to all allocations of such items set forth in this Section 5.1, except as otherwise required by Section
704(c) of the Code and Regulations Section 1.704-1(b)(4). The General Partner shall have the authority, in its sole and absolute
discretion and without the need for consent from any Partner, to elect the method or methods to be used by the Partnership for
allocating items of income, gain, expense and deductions as required by Section 704(c) of the Code, including election of a method
that may result in one or more Partners receiving or being allocated a disproportionately larger share of items of Partnership
income, gain, expense or deduction, and any such election shall be binding on all Partners.


  




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5.2         Distributions
of Cash.


 


(a)         The
Partnership shall distribute cash on a quarterly (or, at the election of the General Partner, more frequent) basis, in an amount
determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record
Date with respect to such quarter (or other distribution period) in the following manner: (i) first, to the General Partner in
an amount equal to the GP Minimum Return with respect to the fiscal year of the General Partner; (ii) second, to the Limited Partners
pro rata among them in proportion to their respective Unpaid Return, if any, owing to each such Limited Partners with respect to
prior fiscal years; (iii) third, after the establishment of reasonable cash reserves to meet REIT Expenses and other obligations
of the Partnership, as determined in the sole and absolute discretion of the General Partner, to the General Partner and the Limited
Partners in such aggregate amount as may be determined by the General Partner in its sole and absolute discretion to be allocated
among the General Partner and the Limited Partners such that each Limited Partner will receive an amount equal to its LP Return
for such fiscal year; and (iv) finally, to the Partners in accordance with and in proportion to their respective Percentage Interests;
provided, however, that if a new or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution
on any date other than a Partnership Record Date, the cash distribution attributable to such additional Partnership Interest relating
to the Partnership Record Date next following the issuance of such additional Partnership Interest shall be reduced to the proportion
thereof which equals (i) the number of days that such additional Partnership Interest is held by such Partner during such period
divided by (ii) the number of days between such Partnership Record Date and the immediately preceding Partnership Record Date.
Notwithstanding the foregoing, however, the Original Limited Partner may, in its sole and absolute discretion, elect to defer any
distribution to be made to it, in which case the amount so deferred shall be deemed to be an additional Capital Contribution made
on behalf of the Original Limited Partner under Section 4.2(c), to be distributed to the Original Limited Partner upon liquidation
of the Partnership under Section 5.6, or at such time as the Original Limited Partner may otherwise be allowed to withdraw from
the Partnership after the Transfer Restriction Date.


 


(b)         Notwithstanding
any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary
or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal,
state or local law including, without limitation, the requirements of Sections 1441, 1442, 1445 and 1446 of the Code. To the extent
that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution
of income to a Partner or its assignee (including by reason of Section 1446 of the Code), either (i) if the actual amount to be
distributed to the Partner or assignee equals or exceeds the amount required to be withheld by the Partnership, the amount withheld
shall be treated as a distribution of cash in the amount of such withholding to such Partner or assignee, or (ii) if the actual
amount to be distributed to the Partner or assignee is less than the amount required to be withheld by the Partnership, the amount
required to be withheld shall be treated as a loan (a “Partnership Loan”) from the Partnership to the Partner
or assignee on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall be payable on demand
and may, at the discretion of the General Partner, 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 15 days after demand for payment thereof
is made by the Partnership on the Limited Partner, the General Partner, in its sole and absolute discretion, may elect to make
the payment to the Partnership on behalf of such Defaulting Limited Partner. In such event, on the date of payment, the General
Partner shall be deemed to have extended a loan (a “General Partner Loan”) to the Defaulting Limited Partner
in the amount of the payment made by the General Partner and shall succeed to all rights and remedies of the Partnership against
the Defaulting Limited Partner as to that amount. Without limitation, the General Partner shall have the right to receive any distributions
that otherwise would be made by the Partnership to the Defaulting Limited Partner until such time as the General Partner Loan has
been paid in full, and any such distributions so received by the General Partner shall be treated as having been received by the
Defaulting Limited Partner and immediately paid to the General Partner. Any amounts treated as a Partnership Loan or a General
Partner Loan pursuant to this Section 5.2(b) shall bear interest at the lesser of (A) the base rate on corporate loans at large
United States money center commercial banks, as published from time to time in The Wall Street Journal, plus four (4) percentage
points, or (B) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the Partnership or
the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.


 




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(c)         To
the extent not utilized for expenses of the Partnership or for investment in additional Properties, the General Partner may, in
its discretion, cause the Partnership to distribute Net Capital Proceeds in such amount as shall be determined by the General Partner
in its discretion in accordance with the provisions of Section 5.2(a).


 


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


 


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


 


5.4         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 V, no Partner shall have
the right to receive and the General Partner shall not have the right to make a distribution that includes a return of all or
part of a Partner’s Capital Contributions, unless after giving effect to the return of a Capital Contribution, the sum of
all Partnership liabilities, other than the liabilities to a Partner for the return of its Capital Contribution, does not exceed
the fair market value of the Partnership’s assets.


 


5.6         Distributions
Upon Liquidation. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations
of the Partnership, including any Partner loans, any remaining assets of the Partnership shall be distributed to all Partners
with positive Capital Accounts in accordance with their respective positive Capital Account balances. For purposes of the preceding
sentence, the Capital Account of each Partner shall be determined after all adjustments made in accordance with Sections 5.1 and
5.2 resulting from Partnership operations and from all sales and dispositions of all or any part of the Partnership’s assets
have been made. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating
trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations.


 


5.7         Substantial
Economic Effect. It is the intent of the Partners that the allocations of Profit and Loss under this Agreement
have substantial economic effect (or be consistent with the Partners’ interests in the Partnership in the case of the allocation
of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulations
promulgated pursuant thereto. ARTICLE V and other relevant provisions of this Agreement shall be interpreted in a manner consistent
with such intent. If, for any reason, the General Partner deems it necessary in order to comply with the Code, the General Partner
may, and is hereby authorized and directed to, allocate income, gain, loss, deduction or credit (or items thereof) arising in
any year differently than as provided for in this Article if, and to the extent, (i) that allocating income, gain, loss, deduction
or credit (or item thereof) would cause the determinations and allocations of each Partner's distributive share of income, gain,
loss, deduction or credit (or item thereof) not to be permitted by the Code and any Regulations promulgated thereunder, or (ii)
such allocation would be inconsistent with a Partner's interest in the Partnership taking into consideration all facts and circumstances.
Any allocation made pursuant to this Section shall be deemed to be a complete substitute for any allocation otherwise provided
for in this Agreement, and no further amendment of this Agreement or approval by any Partner shall be required to effectuate such
allocation. In making any such allocations (“New Allocations”) under this Section, the General Partner is authorized
to act in reliance upon advice of counsel to the Partnership or the Partnership's regular certified public accountants that, in
their opinion, after examining the relevant provisions of the Code and any current or future proposed or final Regulations thereunder,
the New Allocations are necessary in order to ensure that, in either the then-current year or in any preceding year, each Partner's
distributive share of income, gain, loss, deduction or credit (or items thereof) are determined and allocated in accordance with
the Code and the Partner's interests in the Partnership. New Allocations made by the General Partner in reliance upon the advice
of counsel and accountants as described above shall be deemed to be made in the best interests of the Partnership and all of the
Partners consistent with the duties of the General Partner hereunder and any such New Allocations shall not give rise to any claim
or cause of action by any Partner against the Partnership or the General Partner.


  




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ARTICLE VI

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 and obligations,
as the context requires, of the General Partner shall include, without limitation, the authority to take the following actions
on behalf of the Partnership:


 


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


 


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


 


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


 


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


 


(v)        to
pay, either directly or by reimbursement, for all 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 such persons remuneration as the General Partner
may deem reasonable and proper;


 


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


 


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


 


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


  




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


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)         Any
actions taken by the General Partner pursuant to its authority under this Agreement on behalf of the Partnership regarding the
approval of any transaction between the Partnership and the Sponsor, Advisor, a member of the Board of Directors of United Development
Funding Income Fund V or any Affiliate thereof, shall require a finding by a majority of the members of the Board of Directors
of United Development Funding Income Fund V that such actions are fair and reasonable to United Development Funding Income Fund
V and the Partnership on terms and conditions not less favorable to United Development Funding Income Fund V or the Partnership,
as applicable, than those available from unaffiliated third parties.


 


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


  




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6.3         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, as a result of acting on behalf of or performing services for the Partnership, only if it is determined that
(i) the Indemnitee acted in good faith and (ii) that the Indemnitee reasonably believed that the act or omission was in the Partnership’s
best interests, or if the act or omission was outside the Indemnitee’s official capacity acting on behalf of the Partnership,
that the act or omission was at least not opposed to the Partnership’s best interests. Notwithstanding the foregoing, each
Indemnitee shall be liable, responsible and accountable, and the Partnership shall not be liable to an Indemnitee, other than for
reasonable expenses actually incurred by the Indemnitee with respect to a proceeding in which (i) the Indemnitee is found liable
on the basis that the Indemnitee improperly received personal benefit, whether or not the benefit resulted from an action taken
in the Indemnitee’s official capacity, or (ii) the Indemnitee is found liable to the Partnership or the Limited Partners.
The Partnership shall not indemnify or hold harmless the Indemnitee if the loss or liability was the result of negligence or misconduct
by the Indemnitee. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee
did not meet the requisite standard of conduct set forth in this Section 6.3(a). The termination of any proceeding by conviction
or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, does not alone determine
that the Indemnitee acted in a manner contrary to that specified in this Section 6.3(a). Any indemnification pursuant to this Section
6.3 shall be made only out of the assets of the Partnership.


 


(b)         Notwithstanding
anything to the contrary contained in the provisions of Section 6.3(a), 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 an Indemnitee 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 securities law violations as to the particular Indemnitee, (ii) such claims have been dismissed with prejudice on the merits
by a court of competent jurisdiction as to the particular Indemnitee, or (iii) a court of competent jurisdiction approves a settlement
of the claims against a particular Indemnitee and finds that indemnification of the settlement and the related costs should be
made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published
position of any state securities regulatory authority in which securities of the Partnership were offered or sold as to indemnification
for violations of securities laws.


 


(c)         The
Partnership shall pay or reimburse reasonable legal expenses and other costs incurred by an Indemnitee in advance of final disposition
of a proceeding if all of the following are satisfied: (i) the proceeding relates to acts or omissions with respect to the performance
of duties for services on behalf of the Partnership, (ii) the Indemnitee provides the Partnership with written affirmation of the
Indemnitee’s good faith belief that the Indemnitee has met the standard of conduct necessary for indemnification by the Partnership
as authorized in this Section 6.3, (iii) the legal proceeding was initiated by a third party who is not a stockholder of the General
Partner or, if by a stockholder of the General Partner acting in his or her capacity as such, a court of competent jurisdiction
approves such advancement, and (iv) the Indemnitee provides the Partnership with a written agreement to repay the amount paid or
reimbursed by the Partnership, together with the applicable legal rate of interest thereon, if it is ultimately determined that
the Indemnitee did not comply with the requisite standard of conduct and is not entitled to indemnification.


 


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


  




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(e)         The
Partnership may purchase and maintain insurance or establish other arrangements, including without limitation trust arrangements
and letters of credit on behalf of or to secure indemnification obligations owed to the Indemnitees and such other Persons as the
General Partner shall determine against any liability that may be asserted against or expenses that may be incurred by such Person
in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify
such Person against such liability under the provisions of this Agreement.


 


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


 


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


 


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


 


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


 


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 any act or omission if the General
Partner acted in good faith. The General Partner shall not be in breach of any duty that the General Partner may owe to the Limited
Partners or the Partnership or any other Persons under this Agreement or of any duty stated or implied by law or equity, provided,
the General Partner, acting in good faith, abides by the terms of this Agreement. In addition, to the extent the General Partner
or any officer, director, employee, agent or stockholder of the General Partner performs its duties in accordance with the standards
provided by the Act, as it may be amended from time to time, or under any successor statute thereto, such Person or Persons shall
have no liability by reason of being or having been the General Partner, or by reason of being an officer, director, employee,
agent or stockholder of the General Partner. To the maximum extent that the Act and the general laws of the State of Delaware,
in effect from time to time, permit limitation of the liability of general partners of a limited partnership, the General Partner
and its officers, directors, employees, agents and stockholders shall not be liable to the Partnership or to any Partner for money
damages except to the extent that (i) the General Partner or its officers, directors, employees, agents or stockholders actually
received an improper benefit or profit in money, property or services, in which case the liability shall not exceed the amount
of the benefit or profit in money, property or services actually received; or (ii) a judgment or other final adjudication adverse
to the General Partner or one or more of its officers, directors, employees, agents or stockholders is entered in a proceeding
based on a finding in the proceeding that the action or failure to act of the General Partner or one or more of its officers, directors,
employees, agents or stockholders was the result of active and deliberate dishonesty and was material to the cause of action adjudicated
in the proceeding. Neither the amendment nor repeal of this Section 6.4(a), nor the adoption or amendment of any other provision
of this Agreement inconsistent with this Section 6.4(a), shall apply to or affect in any respect the applicability of the preceding
sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption. In the absence of
any Delaware statute limiting the liability of the General Partner or its directors or officers for money damages in a suit by
or on behalf of the Partnership or by any Partner, the General Partner and the officers, directors, employees, agents and stockholders
of the General Partner shall not be liable to the Partnership or to any Partner for money damages except to the extent that (i)
the General Partner or one or more of its officers, directors, employees, agents or stockholders actually received an improper
benefit or profit in money, property or services, in which case the liability shall not exceed the amount of the benefit or profit
in money, property or services actually received; or (ii) a judgment or other final adjudication adverse to the General Partner
or one or more of its officers, directors, employees, agents or stockholders is entered in a proceeding based on a finding in the
proceeding that the action or inaction of the General Partner or one or more of its officers, directors, employees or stockholders
was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.





 




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


 


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


 


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


 


(e)         Any
amendment, modification or repeal of this Section 6.4 or any provision 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.


 




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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 V regarding distributions,
payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general
partner of the Partnership.


 


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


 


6.6         Outside
Activities. Subject to the Declaration of Trust and any agreements entered into by the General Partner or its Affiliates
with the Partnership or a Subsidiary, or any officer, director, employee, agent, trustee, Affiliate or stockholder of the General
Partner, the General Partner shall be entitled to and may have business interests and engage in business activities in addition
to those relating to the Partnership, including business interests and activities substantially similar or identical to those
of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement
in any such business ventures, interests or activities. None of the Limited Partners or any other Person shall have any rights
by virtue of this Agreement or the partnership relationship established hereby in any such business ventures, interests or activities,
and 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 an advisor, buyer, lessor, lessee, manager, property management agent, asset manager, furnisher of goods or services, broker,
agent, lender or otherwise) and may receive from the Partnership any compensation, price, or other payment therefor which the General
Partner determines to be fair and reasonable.


 


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


 


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


 


(d)         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.


 


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


  




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6.9         Miscellaneous.
In the event the General Partner redeems any REIT Shares, then the General Partner shall cause the Partnership to purchase from
the General Partner or the Original Limited Partner a number of Partnership Units determined by, and based upon, the application
of the Conversion Factor on the same terms upon which the General Partner redeemed such REIT Shares. Moreover, if the General
Partner makes a cash tender offer or other offer to acquire REIT Shares, then the General Partner shall cause the Partnership
to make a corresponding offer to the General Partner or the Original Limited Partner to acquire an equal number of Partnership
Units held by the General Partner. 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 or the Original Limited Partner’s Partnership
Units for an equivalent purchase price based on the application of the Conversion Factor.


 


ARTICLE VII

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 Partner 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 the Percentage Interest for it will at all times be, in the aggregate, at least 0.1%.


 


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


 


(i)         the
consent of Partners holding more than 50% of the Partnership Units is obtained; or


 


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


 


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


  




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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 the Conversion Factor for a Partnership Unit after any such merger or consolidation so as to approximate the
existing method for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things,
the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of
REIT Shares or options, warrants or other rights relating thereto, and which a holder of Partnership Units could have acquired
had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall
provide for adjustments to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments
provided for herein with respect to the Conversion Factor. The Survivor also shall in good faith modify the definition of REIT
Shares and make such amendments to Section 8.5 so as to approximate the existing rights and obligations set forth in Section 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.


 


In respect of any transaction
described in the preceding paragraph, the General Partner is required to use its commercially reasonable efforts to structure such
transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence
of or their participation in such transaction, provided, such efforts are consistent with the exercise of the Board of Directors’
fiduciary duties to the stockholders of the General Partner under applicable law.


 


(e)         Notwithstanding
Section 7.1(c),


 


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


 


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


 


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


 


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


  




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


 


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


 


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


 


(a)         Upon
the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a)) or the death, withdrawal,
removal or dissolution of a General Partner (except that, if a General Partner is, on the date of such occurrence a partnership,
the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not
to be an Event of Bankruptcy or dissolution of such General Partner if the business of such General Partner is continued by the
remaining partner or partners thereof), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant
to Section 7.3(b). 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 shall not be deemed to be the withdrawal, dissolution or removal of the General Partner.


 


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


 


7.4         Removal
of a General Partner.


 


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


  




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(b)         If
a General Partner has been removed pursuant to this Section 7.4 and the Partnership is continued pursuant to Section 7.3, such
General Partner shall promptly transfer and assign its General Partner Interest to the substitute General Partner approved by a
majority in interest of the Limited Partners in accordance with Section 7.3(b) and otherwise admitted to the Partnership in accordance
with Section 7.2. 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 Partner Interest of such removed General Partner as reduced by any damages caused
to the Partnership by such General Partner’s removal. Such fair market value shall be determined by an appraiser mutually
agreed upon by the General Partner and Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners
within 10 days following the removal of the General Partner. In the event that the parties are unable to agree upon an appraiser,
the removed General Partner and Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners shall
each select an appraiser. Each such appraiser shall complete an appraisal of the fair market value of the removed General Partner’s
General Partner Interest within 30 days of the General Partner’s removal, and the fair market value of the removed General
Partner’s General Partner Interest shall be the average of the two appraisals; provided, however, that if the higher appraisal
exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the two appraisers, no later than 40 days after
the removal of the General Partner, shall select a third appraiser who shall complete an appraisal of the fair market value of
the removed General Partner’s General Partner Interest no later than 60 days after the removal of the General Partner. In
such case, the fair market value of the removed General Partner’s General Partner Interest shall be the average of the two
appraisals closest in value.


 


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


 


(d)         All
Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be
legally necessary and sufficient to effect all the foregoing provisions of this Section 7.4.


 


ARTICLE VIII

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 or on behalf of the Partnership, nor shall they have the power to sign for or bind the
Partnership, such powers being vested solely and exclusively in the General Partner.


 


8.2         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, 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.


 




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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         Ownership
by Limited Partner of Corporate General Partner or Affiliate. No Limited Partner shall at any time, either directly
or indirectly, own any stock or other interest in the General Partner or in any Affiliate thereof, if such ownership by itself
or in conjunction with other stock or other interests owned by other Limited Partners would, in the opinion of counsel for the
Partnership, jeopardize the classification of the Partnership as a partnership (or as a disregarded entity) for federal income
tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to
establish compliance by the Limited Partners with the provisions of this Section 8.4.


 


8.5         Exchange
Right.


 


(a)         Subject
to Sections 8.5(b), 8.5(c), 8.5(d), and 8.5(e), and subject to the potential modification of any rights or obligations provided
for herein by agreement(s) between the Partnership and any one or more Limited Partners with respect to Partnership Units held
by them, each Limited Partner shall have the right (the “Exchange Right”) to require the Partnership to redeem
on a Specified Exchange Date all or a portion of the Partnership Units held by such Limited Partner at an exchange price equal
to and in the form of the Cash Amount to be paid by the Partnership; provided, that such Partnership Units shall have been outstanding
for at least one year. The Exchange Right shall be exercised pursuant to the delivery of an Exchange Notice to the Partnership
(with a copy to the General Partner) by the Limited Partner who is exercising the Exchange Right (the “Exchanging Partner”);
provided, however, that the Partnership shall not be obligated to satisfy such Exchange Right if the General Partner elects to
purchase the Partnership Units subject to the Exchange Notice pursuant to Section 8.5(b); and provided further, that no Limited
Partner may deliver more than two Exchange Notices during each calendar year. A Limited Partner may not exercise the Exchange Right
for less than 1,000 Partnership Units or, if such Limited Partner holds less than 1,000 Partnership Units, all of the Partnership
Units held by such Partner. The Exchanging Partner shall have no right, with respect to any Partnership Units so exchanged, to
receive any distribution paid with respect to such Partnership Units if the record date for such distribution is on or after the
Specified Exchange Date.


 


(b)         Notwithstanding
the provisions of Section 8.5(a), a Limited Partner that exercises the Exchange Right shall be deemed to have also offered to sell
the Partnership Units described in the Exchange Notice to the General Partner, and the General Partner may, in its sole and absolute
discretion, elect to purchase directly and acquire such Partnership Units by paying to the Exchanging Partner either the Cash Amount
or the REIT Shares Amount, as elected by the General Partner (in its sole and absolute discretion), on the Specified Exchange Date,
whereupon the General Partner shall acquire the Partnership Units offered for exchange by the Exchanging Partner and shall be treated
for all purposes of this Agreement as the owner of such Partnership Units. If the General Partner shall elect to exercise its right
to purchase Partnership Units under this Section 8.5(b) with respect to an Exchange Notice, it shall so notify the Exchanging Partner
within five business days after the receipt by the General Partner of such Exchange Notice. Unless the General Partner (in its
sole and absolute discretion) shall exercise its right to purchase Partnership Units from the Exchanging Partner pursuant to this
Section 8.5(b), the General Partner shall have no obligation to the Exchanging Partner or the Partnership with respect to the Exchanging
Partner’s exercise of an Exchange Right. In the event the General Partner shall exercise its right to purchase Partnership
Units with respect to the exercise of an Exchange Right in the manner described in the first sentence of this Section 8.5(b), the
Partnership shall have no obligation to pay any amount to the Exchanging Partner with respect to such Exchanging Partner’s
exercise of such Exchange Right, and each of the Exchanging Partner and the General Partner shall treat the transaction between
the General Partner and the Exchanging Partner for federal income tax purposes as a sale of the Exchanging Partner’s Partnership
Units to the General Partner. Each Exchanging Partner agrees to execute such documents as the General Partner may reasonably require
in connection with the issuance of REIT Shares to such Exchanging Partner upon exercise of its Exchange Right.


 




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(c)         Notwithstanding
the provisions of Sections 8.5(a) and 8.5(b), a Limited Partner shall not be entitled to exercise the Exchange Right if the delivery
of REIT Shares to such Partner on the Specified Exchange Date by the General Partner pursuant to Section 8.5(b) (regardless of
whether or not the General Partner would in fact exercise its rights under Section 8.5(b)) would (i) result in such Partner or
any other person owning, directly or indirectly, REIT Shares in excess of the ownership limitations described in the Declaration
of Trust and calculated in accordance therewith, (ii) result in REIT Shares being owned by fewer than 100 persons (determined without
reference to any rules of attribution), except as provided in the Declaration of Trust, (iii) result in the General Partner being
“closely held” within the meaning of Section 856(h) of the Code, (iv) cause the General Partner to own, directly or
constructively, 10% or more of the ownership interests in a tenant of the General Partner’s, the Partnership’s, or
a Subsidiary Partnership’s real property within the meaning of Section 856(d)(2)(B) of the Code, or (v) cause the acquisition
of REIT Shares by such Partner to be “integrated” with any other distribution of REIT Shares for purposes of complying
with the registration provisions of the Securities Act. The General Partner, in its sole and absolute discretion, may waive any
of the restrictions on exchange set forth in this Section 8.5(c); provided, however, that in the event any such restriction is
waived, the Exchanging Partner shall be paid the Cash Amount.


 


(d)         Any
Cash Amount to be paid to an Exchanging Partner pursuant to this Section 8.5 shall be paid on the Specified Exchange Date;
provided, however, that the General Partner may elect to cause the Specified Exchange Date to be delayed for up to 180 days to
the extent required for the General Partner to cause additional REIT Shares to be issued to provide financing to be used to make
such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the
closing of the acquisition of exchanged Partnership Units hereunder to occur as quickly as reasonably possible.


 


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


 


8.6         Call
Right.


 


(a)         Subject
to Section 8.6(c) below, and subject to the modification of any rights or obligations provided for herein by agreement(s) between
the General Partner and any one or more Limited Partners with respect to the Partnership Units held by them, at any time after
the expiration of the Holding Period for the Partnership Units in question, the General Partner shall have the right (the “Call
Right”) to purchase all of the Partnership Units held by a Limited Partner at a price equal to the Cash Amount; provided,
however, that the General Partner may, in its sole and absolute discretion, elect to purchase such Partnership Units by paying
to the Partner in question the REIT Shares Amount in lieu of the Cash Amount. The Call Right shall be exercised pursuant to a notice
(the “Call Notice”) delivered by the General Partner to any such Limited Partner. The General Partner may not
exercise the Call Right for less than the entire interest of a Limited Partner in the Partnership. A Limited Partner receiving
the Call Notice described above shall have no rights with respect to any interest in the Partnership other than the right to receive
payment for its interest in the Partnership in cash or REIT Shares in accordance with this Section 8.6. An assignee of a Limited
Partner shall be bound by and subject to the Call Right of the General Partner pursuant to this Section 8.6. In connection with
any exercise of such Call Right by the General Partner with respect to an assignee, the Cash Amount (or REIT Shares Amount) shall
be paid by the General Partner directly to such assignee and not to the Limited Partner from which such assignee acquired its Partnership
Units. The General Partner shall be unable to exercise the Call Right and the Call Right shall lapse upon the occurrence of a Liquidating
Event unless and until the Partners shall continue the business of the Partnership under Section 7.3.


  




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(b)         


 


(i)         Within
30 days after the delivery of the Call Notice by the General Partner to a Limited Partner under this Section 8.6, the General Partner
(subject to the limitations set forth in Section 8.6(c)) shall transfer and deliver the Cash Amount (or the REIT Shares Amount)
to such Limited Partner or, as applicable, its assignee, whereupon the General Partner (or its designee) shall acquire the Partnership
Units of such Limited Partner or, as applicable, its assignee, and shall be treated for all purposes of this Agreement as the owner
of such Partnership Units (and as a Limited Partner with respect to such Partnership Units).


 


(ii)         In
the event that the General Partner elects to pay such Limited Partner in the form of the REIT Shares Amount and such REIT Shares
Amount is not a whole number of REIT Shares, the Limited Partner shall be paid (A) the number of REIT Shares which equals the nearest
whole number less than such amount plus (B) an amount of cash which the General Partner determines, in its reasonable discretion,
to represent the fair value of the remaining fractional REIT Share which would otherwise be payable to the Limited Partner.


 


(iii)         Each
Limited Partner agrees to deliver to the General Partner the Partnership Unit certificate(s) representing its Limited Partnership
Interest and to execute such documents as the General Partner may reasonably require in connection with the issuance of REIT Shares
upon exercise of the Call Right (including without limitation an assignment of Partnership Units pursuant to the terms of which
such Limited Partner (A) represents, warrants and certifies that it has marketable and unencumbered title to its Partnership Units,
free and clear of the rights of or interest of any other person or entity, that it has the full right, power and authority to transfer
and surrender its Partnership Units, and that it has obtained the consent or approval of all persons or entities, if any, having
the right to consent to or approve of such transfer and surrender, and (B) agrees to indemnify and hold the General Partner harmless
from and against any and all liabilities, charges, costs and expenses relating to such Limited Partner’s Partnership Units
which are subject to the Call Right or the exercise of the Call Right).


 


(c)         Notwithstanding
the provisions of Sections 8.6(a) and 8.6(b) above, the General Partner shall not be entitled to exercise the Call Right if (i)
a Liquidating Event has occurred with regard to the Partnership and the Partnership has not been continued under Section 7.3; or
(ii) the delivery of REIT Shares to the Limited Partner (A) would be prohibited under the Declaration of Trust, (B) 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 (C) would be prohibited under applicable federal or state securities laws or
regulations.


 


(d)         Each
Limited Partner covenants and agrees with the General Partner that all Partnership Units delivered in connection with the Call
Right shall be delivered to the General Partner free and clear of all liens and encumbrances and, notwithstanding anything contained
herein to the contrary, the General Partner shall not be under any obligation to acquire a Limited Partner’s Partnership
Units (i) to the extent that any such Partnership Units are subject to any such liens or encumbrances or (ii) in the event that
the Limited Partner shall fail to give the General Partner adequate assurances that such Partnership Units are not subject to any
such liens or encumbrances or shall fail to agree to fully indemnify the General Partner from any such liens or encumbrances as
well as the liabilities, charges, costs and expenses referenced in the last section of Section 8.6(b)(iii). Each Limited Partner
further agrees that, in the event any state or local transfer tax is payable as a result of the transfer of its Partnership Units
to the General Partner, such Limited Partner shall assume and pay such transfer tax.





 




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


 


ARTICLE IX

TRANSFERS OF LIMITED PARTNERSHIP INTERESTS


 


9.1         Purchase
for Investment.


 


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


 


(b)         Each
Limited Partner agrees that it will not sell, assign or otherwise transfer its Partnership Interest or any fraction thereof, whether
voluntarily or by operation of law or at judicial sale or otherwise, to any Person who does not make the representations and warranties
to the General Partner set forth in Section 9.1(a) above.


 


9.2         Restrictions
on Transfer of Limited Partnership Interests.


 


(a)         Subject
to the provisions of Sections 9.2(b), 9.2(c), and 9.2(d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise
transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited
Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”),
without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such
purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect.
The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer
by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be
prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest
for REIT Shares pursuant to Section 8.5 above, in which case the Original Limited Partner acknowledges that the General Partner
has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date.
The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred
by the Partnership in connection therewith.


 


(b)         No
Limited Partner may withdraw from the Partnership other than as a result of: (i) a permitted Transfer (i.e., a Transfer consented
to as contemplated by paragraph (a) above or paragraph (c) below or a Transfer made pursuant to Section 9.5 below) of all of its
Partnership Units pursuant to this ARTICLE IX pursuant to an exchange of all of its Partnership Units pursuant to Section 8.5 above;
or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.6 above. Upon the permitted Transfer
or redemption of all of a Limited Partner’s Partnership Units, such Limited Partner shall cease to be a Limited Partner.


  




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(c)         Subject
to Sections 9.2(d), 9.2(e), and 9.2(f), a Limited Partner may Transfer, with the consent of the General Partner, all or a portion
of its Partnership Units to (i) a parent or parent’s spouse, natural or adopted descendants, a spouse of any such descendant,
a brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s),
for which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named
in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.


 


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


 


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


 


(g)         Any
Transfer in contravention of any of the provisions of this ARTICLE IX 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 IX, the transferor and/or the transferee shall deliver to the General Partner
such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.


 


9.3         Admission
of Substitute Limited Partner.


 


(a)         Subject
to the other provisions of this ARTICLE IX, an assignee of a Limited Partnership Interest (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 only with the consent of the General Partner and upon the satisfactory completion of the following:


 




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


 


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


 


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


 


(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;


 


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


 


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


 


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


 


(c)         The
General Partner shall cooperate with the Person seeking to become a Substitute Limited Partner by preparing the documentation required
by this Section 9.3 and making all official filings and publications. The Partnership shall take all such action as promptly as
practicable after the satisfaction of the conditions in this ARTICLE IX to the admission of such Person as a Limited Partner of
the Partnership.


 


9.4         Rights
of Assignees of Partnership Interests.


 


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


 


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


  




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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, and any such Person shall have the rights of such Limited Partner for the purpose of settling
or managing his estate property and such power as the bankrupt, deceased or incompetent Limited Partner possessed to assign all
or any part of his Partnership Interest and to join with the assignee in satisfying conditions precedent to the admission of the
assignee as a Substitute Limited Partner.


 


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


 


ARTICLE X

BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS


 


10.1        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 maintained in accordance with generally accepted
accounting principles, including (a) a current list of the full name and last-known business address of each Partner; (b) a copy
of the Certificate and all certificates of amendment thereto; (c) copies of the Partnership’s federal, state and local income
tax returns and reports; (d) copies of the Agreement and any financial statements of the Partnership for the three most recent
years; and (e) all documents and information required under the Act. Any Partner or its duly authorized representative, and any
stockholder of the General Partner, 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).


  




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


 


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


 


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


 


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


 


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


 


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.


 




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


 


ARTICLE XI

AMENDMENT OF AGREEMENT; MEETINGS


 


11.1        Amendment.
The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent
of the Limited Partners, may amend this Agreement in any respect; provided, however, that the following amendments shall require
the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners:


 


(a)         any
amendment affecting the operation of the Conversion Factor or the Exchange Right (except as provided in Sections 8.5(d) or 7.1(d))
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;


 


(c)         any
amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect
to the issuance of additional Partnership Units pursuant to Section 4.2; or


 


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


 


The foregoing notwithstanding,
the approval of any amendment to this Agreement that shall be part of a plan of merger, plan of exchange or plan of conversion
involving the Partnership or the Partnership Interests shall be governed by ARTICLE XII. Notwithstanding anything to the contrary
contained in this Agreement, the Partners acknowledge that this Agreement shall be deemed to be automatically amended and the General
Partner is authorized to amend this Agreement to the extent provided in Section 4.1 hereof.


 


11.2        Meetings
of Partners.


 


(a)         The
Partners may but shall not be required to hold any annual, periodic or other formal meetings. Meetings of the Partners may be called
by the General Partner or by any Limited Partner or Limited Partners holding at least 10% of the Partnership Units in the Partnership.


 


(b)         The
Partner or Partners calling the meeting may designate any place within the State of Delaware as the place of meeting for any meeting
of the Partners; and Partners holding at least a majority of the Partnership Units in the Partnership may designate any place outside
the State of Delaware as the place of meeting for any meeting of the Partners. If no designation is made, or if a special meeting
is called, the place of meeting shall be the principal place of business of the Partnership.


 


(c)         Except
as provided in Section 11.2(d), written notice stating the place, day and hour of the meeting and the purpose or purposes for which
the meeting is called shall be delivered not less than ten (10) nor more than ninety (90) days before the date of the meeting,
either personally or by mail, by or at the direction of the Partner or Partners calling the meeting, to each Partner entitled to
vote at such meeting and to each Partner not entitled to vote who is entitled to notice of the meeting.


  




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(d)         Anything
in this Agreement to the contrary notwithstanding, with respect to any meeting of the Partners, any Partner who in person or by
proxy shall have waived in writing notice of the meeting, either before or after such meeting, or who shall attend the meeting
in person or by proxy, shall be deemed to have waived notice of such meeting unless such Partner attends for the express purpose
of objecting, at the beginning of the meeting, and does so object to the transaction of any business because the meeting is not
lawfully called or convened.


 


(e)         If
all of the Partners shall meet at any time and place, either within or outside of the State of Delaware, in person or by proxy,
and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such
meeting lawful action may be taken.


 


(f)         For
the purpose of determining Partners entitled to notice of or to vote at any meeting of Partners or any adjournment thereof, the
date on which notice of the meeting is mailed shall be the record date. When a determination of Partners entitled to vote at any
meeting of Partners has been made as provided in this Section, such determination shall apply to any adjournment thereof.


 


(g)         Partners
holding at least a majority of the Partnership Units entitled to vote at a meeting, represented in person or by proxy, shall constitute
a quorum at any meeting of Partners. In the absence of a quorum at any such meeting, Partners holding at least a majority of Partnership
Units so represented may adjourn the meeting to another time and place. Any business that might have been transacted at the original
meeting may be transacted at any adjourned meeting at which a quorum is present. No notice of an adjourned meeting need be given
if the time and place are announced at the meeting at which the adjournment is taken unless the adjournment is for more than 120
days. The Partners present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the
withdrawal during such meeting of that number Partnership Units whose absence would cause less than a quorum to be present.


 


(h)         If
a quorum is present, the affirmative vote of Partners holding a majority of the Partnership Units entitled to vote, present in
person or represented by proxy, shall be binding on all Partners, unless the vote of a greater or lesser proportion or number of
Partnership Units or Partners is otherwise required by applicable law or by this Agreement. Unless otherwise expressly provided
herein or required under applicable law, Partners who have an interest (economic or otherwise) in the outcome of any particular
matter upon which the Partners’ vote or consent is required may vote or consent upon any such matter and their Partnership
Units, vote or consent, as the case may be, shall be counted in the determination of whether the requisite matter was approved
by the Partners.


 


(i)         At
all meetings of Partners, a Partner may vote in person or by proxy executed in writing by the Partner or by the Partner’s
duly authorized attorney-in-fact. Such proxy shall be filed with the General Partner before or at the time of the meeting. No proxy
shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.


 


(j)         Action
required or permitted to be taken at a meeting of Partners may be taken without a meeting if the action is evidenced by one or
more written consents or approvals describing the action taken and signed by sufficient Partners or Partners holding sufficient
Partnership Units, as the case may be, to approve such action had such action been properly voted on at a duly called meeting of
the Partners. Action taken under this Section 11.2(j) is effective when the requisite Partners or Partners with the requisite Partnership
Units, as the case may be, have signed the consent or approval, unless the consent specifies a different effective date.


  




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ARTICLE XII

MERGER, EXCHANGE OR CONVERSION


 


12.1        Merger,
Exchange or Conversion of Partnership.


 


(a)         The
Partnership may (i) adopt a plan of merger and may merge with or into one or more domestic or foreign limited partnerships or other
entities with the resulting entity being one or more surviving entities, (ii) adopt a plan of exchange by which a domestic or foreign
limited partnership or other entity is to acquire all of the outstanding Partnership Interests in exchange for cash, securities
or other property of the acquiring domestic or foreign limited partnership or other entity or (iii) adopt a plan of conversion
and convert to a foreign limited partnership or other entity. Any such plan of merger, plan of exchange, or plan of conversion
shall otherwise comply with the requirements of this Agreement and the Act.


 


(b)         Any
merger pursuant to a plan of merger described in Section 12.1(a)(i) shall be conditioned upon the merger being permitted by the
laws under which each other entity that is a party to the merger is incorporated or organized or by the constituent documents of
such other entity that are not inconsistent with such laws. Any exchange pursuant to a plan of exchange described in Section 12.1(a)(ii)
shall be conditioned upon the issuance of shares or other interests of the acquiring foreign limited partnership or other entity
being permitted by the laws under which such foreign limited partnership or other entity is incorporated or organized or is not
inconsistent with such laws. Any conversion pursuant to a plan of conversion described in Section 12.1(a)(iii) shall be conditioned
upon such conversion being permitted by, or not inconsistent with, the laws of the jurisdiction in which the converted entity is
to be incorporated, formed or organized and the incorporation, formation or organization of the converted entity is effected in
compliance with such laws.


 


(c)         The
Partnership may adopt a plan of merger, plan of exchange or plan of conversion if the General Partner acts upon and the Limited
Partners (if required by Section 12.2 below) approve the plan of merger, plan of exchange or plan of conversion in the manner prescribed
in Section 12.2 below.


 


12.2        Approval
of Plan of Merger, Exchange or Conversion.


 


(a)         Except
as provided by Section 12.2(g) below, after acting on a plan of merger, plan of exchange or plan of conversion in the manner prescribed
by Section 12.2(b)(i), the General Partner shall submit the plan of merger, plan of exchange or plan of conversion for approval
by the Limited Partners.


 


(b)         Except
as provided by Section 12.2(f) below, for a plan of merger, plan of exchange or plan of conversion to be approved:


 


(i)         the
General Partner shall adopt a resolution recommending that the plan of merger, plan of exchange or plan of conversion be approved
by the Limited Partners, unless the General Partner determines that for any reason it should not make that recommendation, in which
case the General Partner shall adopt a resolution directing that the plan of merger, plan of exchange or plan of conversion be
submitted to the Limited Partners for approval without recommendation; and


 


(ii)         the
Limited Partners entitled to vote on the plan of merger, plan of exchange or plan of conversion must approve the plan as set forth
in Section 12.2(e).


 


(c)         The
General Partner may condition its submission to the Limited Partners of a plan of merger, plan of exchange or plan of conversion,
and the effectiveness of such plan, on any basis, including without limitation that a specified percentage of the Percentage Interests
of the Limited Partners in excess of a majority of the Percentage Interests of the Limited Partners be required for the approval
of the plan of merger, plan of exchange or plan of conversion.


  




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(d)         The
General Partner shall notify each Limited Partner, whether or not entitled to vote, of the meeting of the Limited Partners at which
the plan of merger, plan of exchange or plan of conversion is to be submitted for approval in accordance with this Section 12.2
and applicable law. The notice shall be given at least twenty (20) days before the meeting and shall state that the purpose, or
one of the purposes, of the meeting is to consider the plan of merger, plan of exchange or plan of conversion and shall contain
or be accompanied by a copy or summary of the plan. Any such approval may be by written consent of the requisite Limited Partners
as would be required to approve the plan at any meeting where all the Limited Partners are present.


 


(e)         Unless
the General Partner (acting pursuant to Section 12.2(c)) requires a greater vote, the vote of the Partners required for approval
of a plan of merger, plan of exchange or plan of conversion shall be the affirmative vote of the holders of more than 50% of the
Percentage Interests of the Partners entitled to vote thereon.


 


(f)         Unless
applicable law otherwise requires (in which case the approval of the Limited Partners shall continue to be required and the foregoing
provisions of this Section 12.2 shall continue to apply), (1) approval by the Limited Partners on a plan of exchange shall not
be required, and the foregoing provisions of this Section 12.2 do not apply, if the Partnership is the acquiring entity in the
plan of exchange, and (2) approval by the Limited Partners on a plan of merger or a plan of conversion shall not be required and
the foregoing provisions of this Section 12.2 do not apply, if:


 


(i)         a
limited partnership is the sole surviving or resulting entity;


 


(ii)        the
partnership agreement of the surviving or resulting limited partnership will not materially differ from this Agreement before the
merger or conversion in any manner other than as to applicable law or other insignificant conforming differences;


 


(iii)       Limited
Partners who held Limited Partnership Interests immediately before the effective date of the merger or conversion will hold interests
in the surviving or resulting entity in the same proportions, immediately after the effective date of the merger or conversion;
and


 


(iv)       the
General Partner adopts a resolution approving the plan of merger or plan of conversion.


 


(g)         After
a plan of merger, plan of exchange or plan of conversion is approved, and at any time before the merger, exchange or conversion
has become effective, the plan of merger, plan of exchange or plan of conversion may be abandoned (subject to any contractual rights
by any of the entities that are a party thereto), without action by the Limited Partners, in accordance with the procedures set
forth in the plan of merger, plan of exchange or plan of conversion or, if no such procedures are set forth in the plan, in the
manner determined by the General Partner.


  




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12.3        Rights
of Dissenting Limited Partners.


 


(a)         In
the absence of fraud in the transaction, the remedy provided by this Section 12.3 to a Limited Partner voting against any merger,
exchange or conversion or objecting to a merger, exchange or conversion approved by the written consent of Limited Partners (a
“Dissenting Limited Partner”) is the exclusive remedy for the recovery of the value of his Limited Partnership
Interests or money damages with respect to the transaction. If the existing, surviving, or new corporation or limited partnership
(foreign or domestic) or other entity, as the case may be, complies with the requirements of this Section 12.3, any Dissenting
Limited Partner who fails to comply with the requirements of this Section 12.3 shall not be entitled to bring suit for the recovery
of the value of his Limited Partnership Interests or money damages with respect to the transaction. A “Dissenting Limited
Partner” in respect of any merger, exchange or conversion shall expressly exclude any Limited Partner who votes in favor
of the related plan of merger, plan of exchange or plan of conversion or who abstains or fails to timely vote therefor. In the
event of a plan of merger, plan of exchange or plan of conversion approved by written consent, a “Dissenting Limited Partner”
in respect of any related merger, exchange or conversion shall expressly exclude Limited Partners who provide such written consent
and Limited Partners who fail to object to the merger, exchange or conversion and demands payment for such Limited Partner’s
Limited Partnership Interest in writing to the General Partner within twenty (20) days after notice to the Limited Partners of
the receipt by the Partnership of written consents sufficient to approve such merger, exchange or conversion. All such Limited
Partners who are not included within the definition of Dissenting Limited Partner in respect of any merger, exchange or conversion
shall participate in the merger, exchange or conversion according to the approved plan of merger, plan of exchange or plan of conversion.


 


(b)         Any
Dissenting Limited Partner who has opted for payment for his Limited Partnership Interests shall not thereafter be entitled to
vote or exercise any other rights of a Limited Partner except the right to receive payment for his Limited Partnership Interests
and the right to maintain an appropriate action to obtain relief on the ground that the transaction would be or was fraudulent.
Limited Partnership Interests of Dissenting Limited Partners for which payment has been made shall not thereafter be considered
outstanding for the purposes of any subsequent vote of the Limited Partners.


 


(c)         Within
twenty (20) days after a Dissenting Limited Partner votes against any plan of merger, plan of exchange or plan of conversion which
is approved by a vote of the Limited Partners, or in connection with a Limited Partner’s objection to any plan of merger,
plan of exchange or plan of conversion approved by the written consent of the Limited Partners, the Dissenting Limited Partner
may demand by written notice to the General Partner that payment for his Limited Partnership Interest be made. Upon receipt of
such a payment demand, the General Partner shall (i) make a notation on the records of the Partnership that such demand has been
made and (ii) within a reasonable period of time after the later of the receipt of a payment demand or the consummation of the
merger, exchange or conversion, cause the Partnership to pay to the Dissenting Limited Partner the fair value of such Dissenting
Limited Partner’s Partnership Interest without interest. The fair value of a Dissenting Limited Partner’s Partnership
Interest shall be an amount equal to the Dissenting Limited Partner’s pro rata share (as would be determined under Section
5.6 if the Partnership were liquidating) of the appraised value of the net assets of the Partnership based on an appraisal of all
assets of the Partnership from a Competent Independent Expert. The assets of the Partnership shall be appraised on a consistent
basis. The appraisal shall be based on an evaluation of all relevant information and shall include the current value of the Partnership’s
assets as of the date immediately prior to the proposed merger, exchange or conversion. The appraisal shall assume an orderly liquidation
of the Partnership’s assets over a twelve (12) month period, shall consider other balance sheet items, and shall be net of
the assumed cost of sale. The terms of the engagement of the appraiser shall clearly state that the engagement is for the benefit
of the Partnership and its Limited Partners. A summary of the independent appraisal, including all material assumptions underlying
the appraisal, shall be provided to Dissenting Limited Partners in connection with the payment of the fair value of their Limited
Partnership Interests.


 


(d)         If
a Dissenting Limited Partner shall fail to make a payment demand within the period provided in Section 12.3(c) or, in respect of
a plan of merger, plan of exchange or plan of conversion approved by written consent of the Limited Partners, shall fail to provide
notice of dissent within the period set forth in Section 12.3(a), such Dissenting Limited Partner and all persons claiming under
him shall be conclusively presumed to have approved and ratified the merger, conversion or exchange and shall be bound thereby,
the right of such Dissenting Limited Partner to be paid the fair value of his Limited Partnership Interest shall cease, and his
status as a Limited Partner shall be restored without prejudice to any proceedings which may have been taken during the interim,
and such Dissenting Limited Partner shall be entitled to receive any distributions made to Limited Partners in the interim.


  




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ARTICLE XIII

GENERAL PROVISIONS


 


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


 


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


 


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


 


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


 


13.5         Entire
Agreement. This Agreement and exhibits attached hereto constitute the entire Agreement of the Partners and supersede
all prior written agreements and prior and contemporaneous oral agreements, understandings and negotiations with respect to the
subject matter hereof, except as otherwise set forth herein.


 


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


 


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


 


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


 


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


 


13.10       Arbitration.
Notwithstanding anything to the contrary contained in this Agreement, all claims, disputes and controversies between the parties
hereto (including, without limitation, any claims, disputes and controversies between the Partnership and any one or more of the
Partners and between or among any Partners) arising out of or in connection with this Agreement or the Partnership created hereby,
or any act or failure to act by the General Partner or any other Partner hereunder, shall be resolved by binding arbitration in
Dallas, Texas by the American Arbitration Association (the “AAA”), in accordance with this Section 13.10. Any
arbitration called for by this Section 13.10 shall be conducted in accordance with the following procedures:


  




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(a)         The
Partnership or any Partner (the “Requesting Party”) may demand arbitration pursuant to this Section 13.10 at
any time by giving written notice of such demand (the “Demand Notice”) to all other Partners and (if the Requesting
Party is not the Partnership) to the Partnership which Demand Notice shall describe in reasonable detail the nature of the claim,
dispute or controversy.


 


(b)         Within
15 days after the giving of a Demand Notice or such additional time as required by the AAA, the AAA shall select and designate
in writing three reputable, disinterested individuals willing to act as an arbitrator of the claim, dispute or controversy in question.


 


(c)         The
presentations of the parties hereto in the arbitration proceeding shall be commenced and completed within sixty (60) days after
the selection of the arbitration panel pursuant to Section 13.10(b) above, and the arbitration panel shall render its decision
(and specify in reasonable detail its reasons therefor) in writing within thirty (30) days after the completion of such presentations.
Any decision concurred in by any two (2) of the arbitrators shall constitute the decision of the arbitration panel, and unanimity
shall not be required.


 


(d)         The
arbitration panel shall include in its decision a direction that all of the attorneys’ fees and costs of any party or parties
and the costs of such arbitration be paid by the losing party or parties in the arbitration. On the application of a party before
or after the initial decision of the arbitration panel, and proof of its attorneys’ fees and costs, the arbitration panel
shall order the other party to make any payments directed pursuant to the preceding sentence.


 


Any decision rendered
by the arbitration panel in accordance herewith shall be final and binding on the parties hereto, and judgment thereon may be entered
by any state or federal court of competent jurisdiction. Arbitration shall be the exclusive method available for resolution of
claims, disputes and controversies arising between and among the parties relating to this Agreement and the conduct of the parties
hereto in relation to Partnership matters, and the Partnership and its Partners stipulate that the provisions of this Agreement
shall be a complete defense to any suit, action or proceeding in any court or before any administrative or arbitration tribunal
with respect to any such claim, controversy or dispute. The provisions of this Section 13.10 shall survive the dissolution of the
Partnership.


 


Nothing contained herein
shall be deemed to give the arbitrators any authority, power or right to alter, change, amend, modify, add to, or subtract from
any of the provisions of this Agreement.


 


13.11         Acknowledgement
as to Exculpation and Indemnification. THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT CONTAINS EXCULPATION
AND INDEMNIFICATION IN RESPECT OF THE ACTIONS OR OMISSIONS OF THE GENERAL PARTNER AND DIRECTORS, OFFICERS AND AFFILIATES OF THE
GENERAL PARTNER BY THE PARTNERSHIP EVEN IF SUCH ACTIONS OR OMISSIONS CONSTITUTE NEGLIGENCE OF SUCH PERSONS.


  


[SIGNATURES COMMENCE ON FOLLOWING PAGE]





 




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IN WITNESS WHEREOF,
the parties hereto have hereunder affixed their signatures to this Agreement of Limited Partnership effective as of the date first
above written.


  


	 	GENERAL PARTNER:
	 	 
	 	UNITED DEVELOPMENT FUNDING INCOME FUND V
	 	 
	 	By: 	/s/ Hollis M. Greenlaw
	 	Name: 	Hollis M. Greenlaw
	 	Title: 	Chief Executive Officer


 


[Signatures Continue on the Following Page]


 


Signature Page to Limited Partnership
Agreement of


UDF V OP, L.P.


 




    	 



    	 



    

 


	 	ORIGINAL LIMITED PARTNER:
	 	 
	 	UDFH LAND DEVELOPMENT, L.P.
	 	 
	 	By:	/s/ Hollis M. Greenlaw
	 	Name: 	Hollis M. Greenlaw
	 	Title:	 Co-President


 


Signature Page to Limited Partnership
Agreement of


UDF V OP, L.P.


 




    	 



    	 



    

 


INDEX OF EXHIBITS


  


EXHIBIT A - Partners, Capital Contributions
and Partnership Units


 


EXHIBIT B - Notice of Exercise of Exchange
Right


 


EXHIBIT C - Call Notice


 




    	 



    	 



    




 


EXHIBIT A


  


PARTNERS, CAPITAL CONTRIBUTIONS AND PARTNERSHIP
UNITS


 


As of October 15, 2013


 


	 	 	 	 	 	Agreed Value	 	 	 	 
	 	 	Cash	 	 	of Property	 	 	Partnership	 
	Partners	 	Contribution	 	 	Contribution	 	 	Units	 
	 	 	 	 	 	 	 	 	 	 
	General Partner:	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Development Funding Income Fund V	 	 	 	 	 	 	 	 	 	 	 	 
	1301 Municipal Way, Suite 100	 	 	 	 	 	 	 	 	 	 	 	 
	Grapevine, Texas 76051	 	$	900.00	 	 	 	N/A	 	 	 	9,000 Units	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Original Limited Partner:	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	UDFH Land Development, L.P.	 	 	 	 	 	 	 	 	 	 	 	 
	1301 Municipal Way, Suite 100	 	 	 	 	 	 	 	 	 	 	 	 
	Grapevine, Texas 76051	 	$	0.90	 	 	 	N/A	 	 	 	9 Units	 



 




    	 



    	 



    




 


EXHIBIT B


  


NOTICE OF EXERCISE OF EXCHANGE RIGHT


 


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


  


	Dated:___________________	 	 	 
	 	 	(Signature of Limited Partner)	 
	 	 	 	 
	 	 	 	 
	 	 	(Printed Name of Limited Partner)	 
	 	 	 	 
	 	 	Mailing Address and Phone No.:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	(_____) _______-____________________________	 


 


Signature Guaranteed by:          ____________________________________


 


If REIT Shares are to be issued, issue
to:


 


Name: ____________________________


 


Mailing Address and Phone No.:


 


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	(_____) _______-___________________________	 


 


Social security or other tax identification
number: ___________________________


 




    	 



    	 



    

 


EXHIBIT C


  


CALL NOTICE


 


In accordance with
the Agreement of Limited Partnership of UDF V OP, L.P., as amended (the “Agreement”), the undersigned hereby
irrevocably exercises its Call Right (as defined in the Agreement) with regard to all of the Partnership Units owned by _____________________
in UDF V OP, L.P. The undersigned shall pay the [Cash Amount/REIT Shares Amount] to _____________________ at the notice address
of provided in the Agreement upon receipt of (i) the duly executed Partnership Unit Certificate of ___________________ transferring
all right, title and interest in Partnership Units to the undersigned, (ii) if REIT Shares are to be delivered, instructions as
to the name, address and taxpayer identification number of the person to whom such REIT Shares will be registered or placed, and
(iii) the representation, warranty and certification of that _____________________ (a) has marketable and unencumbered title to
such Partnership Units, free and clear of the rights of or interests of any other person or entity; (b) has the full right, power
and authority to transfer and surrender such Partnership Units as provided herein; and (c) has obtained the consent or approval
of all persons or entities, if any, having the right to consent to or approve of such transfer and surrender.


  


	 	UNITED DEVELOPMENT FUNDING INCOME FUND V
	 	 
	 	By:	 
	 	Name:	 
	 	Title: