Exhibit 10.1


 


SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP


 


OF


 


AGREE LIMITED PARTNERSHIP

(a Delaware limited partnership)


 






    


     


    

 


TABLE OF CONTENTS


 


	ARTICLE I DEFINED TERMS	1
	 	 
	ARTICLE II FORMATION OF PARTNERSHIP	11
	 	2.01	Formation of the Partnership	11
	 	2.02	Name	11
	 	2.03	Registered Office and Agent; Principal Office	11
	 	2.04	Term and Dissolution	11
	 	2.05	Filing of Certificate and Perfection of Limited Partnership	12
	 	2.06	Certificates Describing Partnership Units	12
	 	 	 	 
	ARTICLE III BUSINESS OF THE PARTNERSHIP	13
	 	 
	ARTICLE IV CAPITAL CONTRIBUTIONS AND ACCOUNTS	13
	 	4.01	Capital Contributions	13
	 	4.02	Additional Capital Contributions and Issuances of Additional Partnership Units	13
	 	4.03	Additional Funding	16
	 	4.04	Capital Accounts	17
	 	4.05	Percentage Interests	17
	 	4.06	No Interest on Contributions	17
	 	4.07	Return of Capital Contributions	17
	 	4.08	No Third-Party Beneficiary	17
	 	 	 	 
	ARTICLE V PROFITS AND LOSSES; DISTRIBUTIONS	18
	 	5.01	Allocation of Profit and Loss	18
	 	5.02	Distribution of Cash	20
	 	5.03	REIT Distribution Requirements	21
	 	5.04	No Right to Distributions in Kind	21
	 	5.05	Limitations on Return of Capital Contributions	21
	 	5.06	Distributions Upon Liquidation	21
	 	5.07	Substantial Economic Effect	22
	 	 	 	 
	ARTICLE VI RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER	22
	 	6.01	Management of the Partnership	22
	 	6.02	Delegation of Authority	25
	 	6.03	Indemnification and Exculpation of Indemnitees	25
	 	6.04	Liability of the General Partner	26
	 	6.05	Partnership Obligations	27
	 	6.06	Outside Activities	28
	 	6.07	Employment or Retention of Affiliates	28
	 	6.08	General Partner Activities	28
	 	6.09	Title to Partnership Assets	28
	 	6.10	Redemption of General Partner’s Partnership Units	29



 






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	ARTICLE VII CHANGES IN GENERAL PARTNER	29
	 	7.01	Transfer of the General Partner’s Partnership Interest	29
	 	7.02	Admission of a Substitute or Additional General Partner	31
	 	7.03	Effect of Bankruptcy, Withdrawal, Death or Dissolution of General Partner	31
	 	7.04	Removal of General Partner.	32
	 	 	 	 
	ARTICLE VIII RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS	33
	 	8.01	Management of the Partnership	33
	 	8.02	Power of Attorney	33
	 	8.03	Limitation on Liability of Limited Partners	33
	 	8.04	Common Unit Redemption Right	34
	 	 	 	 
	ARTICLE IX TRANSFERS OF PARTNERSHIP INTERESTS	36
	 	9.01	Purchase for Investment	36
	 	9.02	Restrictions on Transfer of Partnership Units	36
	 	9.03	Admission of Substitute Limited Partner	38
	 	9.04	Rights of Assignees of Partnership Units	39
	 	9.05	Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner	39
	 	9.06	Joint Ownership of Partnership Units	39
	 	 	 	 
	ARTICLE X BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS	40
	 	10.01	Books and Records	40
	 	10.02	Custody of Partnership Funds; Bank Accounts	40
	 	10.03	Fiscal and Taxable Year	40
	 	10.04	Annual Tax Information and Report	40
	 	10.05	Tax Matters Person; Tax Elections; Special Basis Adjustments.	40
	 	10.06	Reports to Limited Partners	41
	 	 	 	 
	ARTICLE XI AMENDMENT OF AGREEMENT; MERGER	42
	 	11.01	Amendment of Agreement	42
	 	11.02	Merger of Partnership	42
	 	 	 	 
	ARTICLE XII GENERAL PROVISIONS	43
	 	12.01	Notices	43
	 	12.02	Survival of Rights	43
	 	12.03	Additional Documents	43
	 	12.04	Severability	43
	 	12.05	Entire Agreement	43
	 	12.06	Pronouns and Plurals	43
	 	12.07	Headings	43
	 	12.08	Counterparts	43
	 	12.09	Governing Law	43
	 	 	 	 
	ARTICLE XIII SERIES A PREFERRED UNITS	44
	 	13.01	Designation and Number	44



 






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	 	13.02	Maturity	44
	 	13.03	Rank	44
	 	13.04	Distributions	44
	 	13.05	Liquidation Preference	46
	 	13.06	Redemption	47
	 	13.07	Voting Rights	48
	 	13.08	Conversion	48
	 	13.09	Allocation of Profit and Loss	49



 


	EXHIBITS



 


	EXHIBIT A
    -	 	Partners, Capital
    Contributions and Percentage Interests
	 	 	 
	EXHIBIT B
    -	 	Notice of Exercise of Common
    Unit Redemption Right
	 	 	 
	EXHIBIT C-1
    -	 	Certification of Non-Foreign
    Status (For Redeeming Limited Partners That Are Entities)
	 	 	 
	EXHIBIT C-2
    -	 	Certification of Non-Foreign
    Status (For Redeeming Limited Partners That Are Individuals)




 









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SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP


 


OF


 


AGREE LIMITED PARTNERSHIP


 


RECITALS


 


WHEREAS, Agree Limited Partnership
(the “Partnership”) was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate
of Limited Partnership filed with the Secretary of State of the State of Delaware effective as of April 4, 1994 and the Agreement
of Limited Partnership, entered into on April 4, 1994 (as amended and restated from time to time, the “Original Agreement”),
by and between Agree Realty Corporation, a Maryland corporation (together with its successors and assigns, the “General Partner”),
and Richard Agree, as the original Limited Partner.


 


WHEREAS, effective as of April 22,
1994, the Original Agreement was amended and restated in its entirety (the “First Amended and Restated Agreement”).


 


WHEREAS, the First Amended
and Restated Agreement was amended on July 8, 1994 by the First Amendment to the First Amended and Restated Agreement;


 


WHEREAS, the First Amended
and Restated Agreement was amended on March 20, 2013 by the Second Amendment to the First Amended and Restated Agreement;


 


WHEREAS, the General Partner
and the Partnership believe it is desirable and in the best interest of the Partnership to amend and restate the First Amended and Restated
Agreement as set forth herein;


 


The Partners now desire to
amend and restate the First Amended and Restated Agreement (as amended and restated, the “Agreement”), effective as
of September 17, 2021.


 


Capitalized terms used herein
but not otherwise defined shall have the meaning given to such terms in Article I below.


 


AGREEMENT


 


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


 


ARTICLE I


 


DEFINED TERMS


 


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


 


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


 






    


     


    

 


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


 


“Additional Securities”
has the meaning set forth in Section 4.02(a)(2) hereof.


 


“Administrative Expenses”
means (i) all administrative and operating costs and expenses incurred by the Partnership, (ii) 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 clauses (i) or (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 interests in a Subsidiary that are owned by the General Partner other than through its ownership interest in the Partnership.


 


“Affiliate”
means, (i) any Person that, directly or indirectly, controls or is controlled by or is under common control with such Person, (ii) any
other Person that owns, beneficially, directly or indirectly, 10% or more of the outstanding capital stock, shares or equity interests
of such Person, or (iii) any officer, director, employee, partner, member, manager or trustee of such Person or any Person controlling,
controlled by or under common control with such Person (excluding trustees and persons serving in similar capacities who are not otherwise
an Affiliate of such Person). For the purposes of this definition, “control” (including the correlative meanings of the terms
 “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, through the ownership
of voting securities or partnership interests or otherwise.


 


“Aggregate Stock
Ownership Limit” has the meaning set forth in the Articles of Incorporation.


 


“Agreed Value”
means the fair market value of a Partner’s non-cash Capital Contribution as of the date of contribution as agreed to by such Partner
and the General Partner. The names and addresses of the Partners, number of Partnership Units issued to each Partner, and the Agreed Value
of non-cash Capital Contributions as of the date of contribution is set forth on Exhibit A, as it may be amended or restated
from time to time.


 


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


 


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


 


“Board of Directors”
means the Board of Directors of the General Partner.


 


“Capital Account”
has the meaning provided in Section 4.04 hereof.


 






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“Capital Contribution”
means the total amount of cash, cash equivalents, and the Agreed Value of any Property or other asset contributed or agreed to be contributed,
as the context requires, to the Partnership by each Partner pursuant to the terms of 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 per Common Unit equal to the Value of the REIT Shares Amount on the date of receipt by the Partnership and the
General Partner of a Notice of Redemption.


 


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


 


“Change of Control”
means, as to the General Partner, the occurrence of any of the following: (i) the sale, lease or transfer, in one or a series of
related transactions, of 80% or more of the assets of the General Partner, taken as a whole, to any Person or group (within the meaning
of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), other than an Affiliate
of the General Partner; or (ii) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of
the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities
(within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than an Affiliate of the General Partner in a single
transaction or in a related series of transactions, by way of merger, share exchange, consolidation or other business combination or purchase
of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of more than 50% of
the total voting power of the voting capital securities of the General Partner.


 


“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.


 


“Common Redemption
Amount” means either the Cash Amount or the REIT Shares Amount, as selected by the General Partner pursuant to Section 8.04(b) hereof.


 


“Common
Share” means one REIT Share.


 


“Common Stock Ownership
Limit” has the meaning set forth in the Articles of Incorporation.


 






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


 


“Common Unit Redemption
Right” has the meaning provided in Section 8.04(a) hereof.


 


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


 


“Defaulting Limited
Partner” means a Limited Partner that has failed to pay any amount owed to the Partnership under a Partnership Loan within 15
days after demand for payment thereof is made by the Partnership.


 


“Distributable Amount”
has the meaning set forth in Section 5.02(c) 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, as amended, 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; or (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.


 






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“Excepted Holder
Limit” has the meaning set forth in the Articles of Incorporation.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“General Partner”
has the meaning set forth in the first paragraph of this Agreement.


 


“General Partner
Loan” means a loan extended by the General Partner to a Defaulting Limited Partner in the form of a payment on a Partnership
Loan by the General Partner to the Partnership on behalf of the Defaulting Limited Partner.


 


“General Partnership
Interest” means the Partnership Interest held by the General Partner in its capacity as the general partner of the Partnership,
which Partnership Interest is an interest as a general partner under the Act. The General Partnership Interest may be expressed as a number
of Partnership Units. A number of Common Units held by the General Partner equal to one-tenth of one percent (0.1%) of all outstanding
Partnership Units shall be deemed to be the General Partnership Interest. All other Partnership Units owned by the General Partner and
any Partnership Units owned by any Affiliate or Subsidiary of the General Partner shall be considered to constitute a Limited Partnership
Interest.


 


“Indemnitee”
means (i) any Person made a party to a proceeding by reason of its status as (A) the General Partner or (B) a trustee of
the General Partner or an officer or employee of the Partnership or the General Partner, and (ii) such other Persons (including Affiliates
of the General Partner or the Partnership) as the General Partner may designate from time to time (whether before or after the event giving
rise to potential liability), in its sole and absolute discretion.


 


“Independent Director”
means a director of the General Partner who meets the NYSE requirements for an independent director as set forth from time to time.


 


“Junior
Preferred Units” means all classes or series of Preferred Units ranking junior to the Series A Preferred Units with
respect to distribution rights upon liquidation, dissolution or winding up of the Partnership.


 


“Limited Partner”
means any Person named as a Limited Partner on Exhibit A attached hereto, as it may be amended or restated from time to time,
and any Person who becomes a Substitute Limited Partner or any additional Limited Partner, in such Person’s capacity as a Limited
Partner in the Partnership.


 


“Limited Partnership
Interest” means a Partnership Interest held by a Limited Partner at any particular time representing a fractional part of the
Partnership Interest of all Limited Partners, and includes any and all benefits to which the holder of such a Limited Partnership Interest
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. Limited Partnership Interests may be expressed as a number of Common Units or other
Partnership Units.


 


“Liquidating Gains”
means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all of the assets of the Partnership,
including but not limited to net capital gain realized in connection with an adjustment to the value of Partnership assets pursuant to
Section 4.04.


 






     5


     


    

 


“Loss”
has the meaning provided in Section 5.01(h) hereof.


 


“Majority in Interest”
means the Limited Partners holding more than fifty percent (50%) of the Percentage Interests of the Limited Partners.


 


“Net
Operating Income” has the meaning set forth in Section 5.01(f) hereof.


 


“Notice of Redemption”
means the Notice of Exercise of Common Unit Redemption Right substantially in the form attached as Exhibit B hereto.


 


“NYSE”
means the New York Stock Exchange.


 


“Offer”
has the meaning set forth in Section 7.01(c) hereof.


 


“Original Agreement”
means the Agreement of Limited Partnership, dated April 4, 1994, by and between Agree Realty Corporation, a Maryland corporation,
as General Partner, and Richard Agree, as the original Limited Partner.


 


“Parity
Preferred Units” means any class of series of Preferred Units issued by the Partnership, the terms of which specifically
provide that such Preferred Units rank on a parity with the Series A Preferred Units with respect to distribution rights and rights
upon dissolution or winding up of the Partnership.


 


“Partner”
means any General Partner or Limited Partner, and “Partners” means the General Partner and the Limited Partners.


 


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


 


“Partnership”
means Agree Limited Partnership, a limited partnership formed under the Act and pursuant to the Original Agreement, and any successor
thereto.


 


“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. A Partnership Interest may be expressed as a number of Common Units,
Series A Preferred Units, or other Partnership Units.


 


“Partnership Loan”
means a loan from the Partnership to the Partner on the day the Partnership pays over the excess of the Withheld Amount over the Distributable
Amount to a taxing authority.


 






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


 


“Partnership Record
Date” means the record date established by the General Partner for the distribution of cash pursuant to Section 5.02 hereof,
which record date shall be the same as the record date established by the General Partner for a distribution to its shareholders of some
or all of its portion of such distribution.


 


“Partnership Unit”
means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder, and includes Common Units, Series A
Preferred Units, and any other class or series of Partnership Units that may be established after the date hereof. The number of Partnership
Units outstanding and the Percentage Interests represented by such Partnership Units are set forth on Exhibit A hereto, as
it may be amended or restated from time to time. The ownership of Partnership Units may be evidenced by a certificate in a form approved
by the General Partner.


 


“Percentage Interest”
means the percentage determined by dividing the number of Common Units of a Partner by the aggregate number of Common Units of all Partners.


 


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


 


“Preferred
Units” means any class or series of Partnership Interests designated as preferred units by the General Partner from time
to time in accordance with Section 4.02 hereof, and includes, without limitation, the Series A Preferred Units.


 


“Profit”
has the meaning provided in Section 5.01(h) hereof.


 


“Property”
means any property or other investment in which the Partnership, directly or indirectly, holds an ownership interest.


 


“Redeeming Limited
Partner” has the meaning provided in Section 8.04(a) hereof.


 


“Regulations”
means the Federal Income Tax Regulations issued under the Code, as amended and as hereafter amended from time to time. Reference to any
particular provision of the Regulations shall mean that provision of the Regulations on the date hereof and any successor provision of
the Regulations.


 


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


 





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“REIT Expenses”
means (i) costs and expenses relating to the formation and continuity of existence and operation of the General Partner and any
Subsidiaries thereof (which Subsidiaries shall, for purposes hereof, be included within the definition of the General Partner), including
taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer or employee of
the General Partner, (ii) costs and expenses relating to any public offering and registration, or private offering, of securities
by the General Partner, and all statements, reports, fees and expenses 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 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 issuing or redemption of Partnership Interests and (viii) all other
operating or administrative costs of the General Partner incurred in the ordinary course of its business on behalf of or in connection
with the Partnership.


 


“REIT Share”
means one  share of common stock, par value $0.0001 per share, of the General Partner (or Successor Entity, as the case may
be).


 


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


 


“Restriction Notice”
has the meaning set forth in Section 8.04(f) hereof.


 


“Rights”
has the meaning set forth in the definition of “REIT Shares Amount” contained herein.


 


“Safe Harbor”
has the meaning set forth in Section 10.05(d) hereof.


 


“Safe Harbor Election”
has the meaning set forth in Section 10.05(d) hereof.


 


“Safe Harbor Interest”
has the meaning set forth in Section 10.05(d) hereof.


 


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


 


“Senior
Preferred Units” means all classes or series of Preferred Units issued by the Partnership, the terms of which specifically
provide that such Preferred Units rank senior to the Series A Preferred Units with respect to distribution rights or rights upon
liquidation, dissolution or winding up of the Partnership.


 






     8


     


    

 


“Series A
Articles Supplementary” means the Articles Supplementary of the General Partner filed with the State Department of Assessments
and Taxation of the State of Maryland on September 13, 2021, designating the terms, rights and preferences of the Series A Preferred
Shares.


 


“Series A Base
Liquidation Preference” shall have the meaning provided in Section 13.05(a).


 


“Series A
Distribution Record Date” shall have the meaning provided in Section 13.04 (a).


 


“Series A
Preferred Return” shall have the meaning provided in Section 13.04(a).


 


“Series A
Preferred Shares” means the shares of 4.250% Series A Cumulative Redeemable Preferred Stock of the General
Partner.


 


“Series A
Preferred Unit Distribution Payment Date” shall have the meaning provided in Section 13.04(a).


 


“Series A
Preferred Units” shall have the meaning provided in Section 13.01.


 


“Series A
Redemption Date” shall have the meaning provided in Section 13.06(a).


 


“Service”
means the Internal Revenue Service.


 


“Special
Optional Redemption Right” has the meaning set forth in the Series A Articles Supplementary.


 


“Specified Redemption
Date” means the first business day of the month that is at least 60 calendar days after the receipt by the General Partner of
a Notice of Redemption.


 


“Stock Ownership
Limits” means the Aggregate Stock Ownership Limit and the Common Stock Ownership Limit.


 


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


 


“Subsidiary Partnership”
means any partnership or limited liability company in which the General Partner, the Partnership, or a wholly owned subsidiary of the
General Partner or the Partnership owns a partnership or limited liability company interest.


 


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


 


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


 


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


 






     9


     


    

 


“Tax Matters Person”
means the “tax matters partner,” as defined in Section 6231(a)(7) of the Code (as in effect prior to the enactment
of the Bipartisan Budget Act of 2015 (P.L. 114-74)), and for taxable years beginning on or after January 1, 2018, the “partnership
representative,” as referred to in Section 6223(a) of the Code (as in effect following the enactment of the Bipartisan
Budget Act of 2015 (P.L. 114-74)) and the Treasury Regulations thereunder.


 


“Trading Day”
means a day on which the principal national securities exchange on which a security is listed or admitted to trading is open for the transaction
of business or, if a security is not listed or admitted to trading on any national securities exchange, shall mean any day other than
a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order
to close.


 


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


 


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


 


“TRS” means
a taxable REIT subsidiary (as defined in Section 856(l) of the Code) of the General Partner.


 


“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 of such valuation. The market price for each such Trading Day shall be: (i) if the security is listed or admitted
to trading on the NYSE or any national securities exchange, the last reported 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 the NYSE or any national 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 the NYSE or any national 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.


 






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“Withheld Amount”
means any amount required to be withheld by the Partnership to pay over to any taxing authority as a result of any allocation or distribution
of income to a Partner.


 


ARTICLE II


 


FORMATION OF PARTNERSHIP


 


2.01            Formation
of the Partnership. The Partnership was formed as a limited partnership pursuant to the
provisions of the Act and upon the terms and conditions set forth in the Original Agreement and this Agreement. Except as expressly provided
herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed
by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.


 


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


 


2.03            Registered
Office and Agent; Principal Office. The address of the registered office of the Partnership
in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, and the registered agent for
service of process on the Partnership in the State of Delaware at such registered office is The Corporation Trust Company, a Delaware
corporation. The principal office of the Partnership is located at 70 E. Long Lake Road, Bloomfield Hills, MI 48304, or such other place
as the General Partner may from time to time designate by notice to the Limited Partners. The Partnership may maintain offices at such
other place or places within or outside the State of Delaware as the General Partner deems necessary or desirable.


 


2.04            Term
and Dissolution.


 


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


 


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


 






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(2)            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 installment obligations are paid in full);


 


(3)            the
redemption of all Limited Partnership Interests (other than any such Limited Partnership Interests held by the General Partner), unless
the General Partner determines to continue the term of the Partnership by the admission of one or more additional Limited Partners; or


 


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


 


(b)            Upon
dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.03(b) hereof), the
General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel the Certificate and liquidate the
Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.06 hereof. Notwithstanding
the foregoing, the 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.


 


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


 


2.06            Certificates
Describing Partnership Units. At the request of a Limited Partner, the General Partner,
at its option, may issue a certificate summarizing the terms of such Limited Partner’s interest in the Partnership, including the
class or series and number of Partnership Units owned and the Percentage Interest represented by such Partnership Units as of the date
of such certificate. Any such certificate (i) shall be in form and substance as determined by the General Partner, (ii) shall
not be negotiable and (iii) shall bear a legend to the following effect:


 


	THIS CERTIFICATE IS NOT NEGOTIABLE. THE PARTNERSHIP UNITS REPRESENTED BY THIS
    CERTIFICATE ARE GOVERNED BY AND TRANSFERABLE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT OF LIMITED PARTNERSHIP OF AGREE
    LIMITED PARTNERSHIP, AS AMENDED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME.




 






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ARTICLE III


 


BUSINESS OF THE PARTNERSHIP


 


The purpose and nature of
the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership
organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner
as to permit the General Partner at all times to qualify as a REIT, unless the General Partner otherwise ceases to, or the Board of Directors
determines that the General Partner shall no longer, qualify as a REIT, (ii) to enter into any partnership, joint venture or other
similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing and
(iii) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting the General
Partner’s right in its sole and absolute discretion to cease qualifying as a REIT, the Partners acknowledge that the General Partner
intends to elect REIT status 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
or revoke its status as a REIT under the Code at any time. 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” taxable as
a corporation for purposes of Section 7704 of the Code.


 


ARTICLE IV


 


CAPITAL CONTRIBUTIONS AND ACCOUNTS


 


4.01            Capital
Contributions. The General Partner and each Limited Partner has made a capital contribution
to the Partnership in exchange for the Partnership Units set forth opposite such Partner’s name on Exhibit A hereto,
as it may be amended or restated from time to time by the General Partner to the extent necessary to reflect accurately sales, exchanges
or other Transfers, redemptions, Capital Contributions, the issuance of additional Partnership Units or similar events having an effect
on a Partner’s ownership of Partnership Units.


 


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


 






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(a)            Issuances
of Additional Partnership Units.


 


(1)            General.
As of the effective date of this Agreement, the Partnership shall have two classes of Partnership Units, entitled “Common Units”
and “Series A Cumulative Redeemable Preferred Units.” The General Partner is hereby authorized to cause the Partnership
to issue such additional Partnership Interests, in the form of Partnership Units, for any Partnership purpose at any time or from time
to time 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. The
General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates
to whether the Partnership Units are validly issued and fully paid. Any additional Partnership Units 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 the then-outstanding Partnership Units held
by the Limited Partners, all as shall be determined by the General Partner in its sole and absolute discretion and without the approval
of any Limited Partner, subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income,
gain, loss, deduction and credit to each such class or series of Partnership Units; (ii) the right of each such class or series
of Partnership Units to share in Partnership distributions; and (iii) the rights of each such class or series of Partnership Units
upon dissolution and liquidation of the Partnership; provided, however, that no additional Partnership Units shall be issued
to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) unless:


 


(A)            (X) the
additional Partnership Units are issued in connection with an issuance of REIT Shares of or other interests in the General Partner, which
shares or interests have designations, preferences and other rights, all such that the economic interests are substantially similar to
the designations, preferences and other rights of the additional Partnership Units issued to the General Partner (or any direct or indirect
wholly owned Subsidiary of the General Partner) by the Partnership in accordance with this Section 4.02 and (Y) the General
Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) shall make a Capital Contribution to the Partnership
in an amount equal to the cash consideration received by the General Partner from the issuance of such REIT Shares or other interests
in the General Partner;


 


(B)            (X) the
additional Partnership Units are issued in connection with an issuance of REIT Shares of or other interests in the General Partner pursuant
to a taxable share dividend declared by the General Partner, which shares or interests have designations, preferences and other rights,
all such that the economic interests are substantially similar to the designations, preferences and other rights of the additional Partnership
Units issued to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) by the Partnership in accordance
with this Section 4.02, (Y) if the General Partner allows the holders of its REIT Shares to elect whether to receive such dividend
in REIT Shares, other interests of the General Partner or cash, the Partnership will give the Limited Partners (excluding the General
Partner or any direct or indirect Subsidiary of the General Partner) the same election to elect to receive (I) Partnership Units
or cash or, (II) at the election of the General Partner, REIT Shares or cash, and (C) if the Partnership issues additional Partnership
Units pursuant to this Section 4.02(a)(1)(B), then an amount of income equal to the value of the Partnership Units received will
be allocated to those holders of Common Units that elect to receive additional Partnership Units;


 






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(C)            the
additional Partnership Units are issued in exchange for property owned by the General Partner (or any direct or indirect wholly owned
Subsidiary of the General Partner) with a fair market value, as determined by the General Partner, in good faith, equal to the value of
the Partnership Units; or


 


(D)            Common
Units are issued to all Partners owning Common Units in proportion to their respective Percentage Interests.


 


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


 


(2)            Upon
Issuance of Additional Securities. The General Partner shall not issue any additional REIT Shares (other than REIT Shares issued in
connection with an exchange pursuant to Section 8.04 hereof or a taxable share dividend as described in Section 4.02(a)(1)(B) hereof)
or Rights (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 any direct or indirect wholly owned Subsidiary of the General
Partner) Partnership Units or Rights having designations, preferences and other rights, all such that the economic interests are substantially
similar to those of the Additional Securities, and (B) the General Partner (or any direct or indirect wholly owned Subsidiary of
the General Partner) contributes the proceeds from the issuance of such Additional Securities and from any exercise of Rights contained
in such Additional Securities to the Partnership; provided, however, that the General Partner is allowed to issue Additional
Securities in connection with an acquisition of Property to be held directly by the General Partner, but if and only if, such direct acquisition
and issuance of Additional Securities have been approved by a majority of the Independent Directors. Without limiting the foregoing, the
General Partner is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized
to cause the Partnership to issue to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) corresponding
Partnership Units, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the
General Partner and the Partnership and (y) the General Partner (or any direct or indirect wholly owned Subsidiary of the General
Partner) contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and
corresponding Partnership Units pursuant to a share purchase plan providing for purchases of REIT Shares at a discount from fair market
value or pursuant to share awards, including share 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 restricted or other share awards approved by the Board
of Directors. For example, in the event the General Partner issues REIT Shares for a cash purchase price and the General Partner (or any
direct or indirect wholly owned Subsidiary of the General Partner) contributes all of the proceeds of such issuance to the Partnership
as required hereunder, the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) shall be issued
a number of additional Partnership Units equal to the product of (A) the number of such REIT Shares issued by the General Partner,
the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which
is the Conversion Factor in effect on the date of such contribution.


 






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(b)            Certain
Contributions of Proceeds of Issuance of REIT Shares. In connection with any and all issuances of REIT Shares, the General Partner
(or any direct or indirect wholly owned Subsidiary of the General Partner) shall make Capital Contributions to the Partnership of the
proceeds therefrom, provided that if the proceeds actually received and contributed by the General Partner (or any direct or indirect
wholly owned Subsidiary of the General Partner) are less than the gross proceeds of such issuance as a result of any underwriter’s
discount, commissions, placement fees or other expenses paid or incurred in connection with such issuance, then the General Partner (or
any direct or indirect wholly owned Subsidiary of the General Partner) shall make a Capital Contribution of such net proceeds to the
Partnership but shall receive additional Partnership Units with a value equal to the aggregate amount of the gross proceeds of such issuance
pursuant to Section 4.02(a) hereof. Upon any such Capital Contribution by the General Partner (or any direct or indirect wholly
owned Subsidiary of the General Partner), the Capital Account of the General Partner (or any direct or indirect wholly owned Subsidiary
of the General Partner) shall be increased by the actual amount of its Capital Contribution pursuant to Section 4.04 hereof.


 


(c)            Repurchases
of Shares. If the General Partner shall repurchase shares of any class of its shares of beneficial interest, the purchase price thereof
and all costs incurred in connection with such repurchase shall be reimbursed to the General Partner by the Partnership pursuant to Section 6.05
hereof and the General Partner shall cause the Partnership to redeem an equivalent number of Partnership Units of the appropriate class
or series held by the General Partner (which, in the case of REIT Shares, shall be a number equal to the quotient of the number of such
REIT Shares divided by the Conversion Factor) in the manner provided in Section 6.10 hereof.


 


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


 






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


 


4.05            Percentage
Interests. If the number of outstanding Common Units or other class or series of Partnership
Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner
effective as of the effective date of each such increase or decrease to a percentage equal to the number of Common Units or other class
or series of Partnership Units held by such Partner divided by the aggregate number of Common Units or other class or series of Partnership
Units, as applicable, outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted
pursuant to this Section 4.05, the Profits and Losses for the taxable year in which the adjustment occurs shall be allocated between
the part of the year ending on the day when the Partnership’s property is revalued by the General Partner and the part of the year
beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the
number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to
allocate Profits and Losses for the taxable year in which the adjustment occurs. The allocation of Profits and Losses for the earlier
part of the year shall be based on the Percentage Interests before adjustment, and the allocation of Profits and Losses for the later
part shall be based on the adjusted Percentage Interests.


 


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


 


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


 


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


 






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ARTICLE V


 


PROFITS AND LOSSES; DISTRIBUTIONS


 


5.01       Allocation
of Profit and Loss.


 


(a)            Profit.
After giving effect to the special allocations set forth in Section 5.01(c), (d), and (e) hereof, and subject to Section 5.01(f),
Profit of the Partnership for each fiscal year of the Partnership shall be allocated to the Partners in accordance with their respective
Percentage Interests.


 


(b)            Loss.
After giving effect to the special allocations set forth in Section 5.01(c), (d), and (e) hereof, and subject to Section 5.01(f),
Loss of the Partnership for each fiscal year of the Partnership shall be allocated to the Partners in accordance with their respective
Percentage Interests.


 


(c)            Minimum
Gain Chargeback. Notwithstanding any provision to the contrary, (i) any expense of the Partnership that is a “nonrecourse
deduction” within the meaning of Regulations Section 1.704-2(b)(1) shall be allocated in accordance with the Partners’
respective Percentage Interests, (ii) any expense of the Partnership that is a “partner nonrecourse deduction” within
the meaning of Regulations Section 1.704-2(i)(2) shall be allocated to the Partner that bears the “economic risk of loss”
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). The manner in which it is reasonably expected that the deductions attributable to nonrecourse
liabilities will be allocated for purposes of determining a Partner’s share of the nonrecourse liabilities of the Partnership within
the meaning of Regulations Section 1.752-3(a)(3) shall be in accordance with a Partner’s Percentage Interest.


 






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


 


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


 


(f)            Priority
Allocations With Respect to Preferred Units. After giving effect to the allocations set forth in Sections 5.01(c), (d), and (e) hereof,
but before giving effect to the allocations set forth in Sections 5.01(a) and 5.01(b), Net Operating Income shall be allocated to
the General Partner until the aggregate amount of Net Operating Income allocated to the General Partner under this Section 5.01(f) for
the current and all prior years equals the aggregate amount of the Series A Preferred Return paid to the General Partner for the
current and all prior years; provided, however, that the General Partner may, in its discretion, allocate Net Operating Income based
on accrued Series A Preferred Return with respect to any Series A Preferred Unit Distribution Payment Date occurring in January if
the General Partner sets the Series A Distribution Record Date for such Series A Preferred Unit Distribution Payment Date on
or prior to December 31 of the previous year. For purposes of this Section 5.01(f), “Net Operating Income”
means the excess, if any, of the Partnership’s gross income over its expenses (but not taking into account depreciation, amortization,
or any other noncash expenses of the Partnership), calculated in accordance with the principles of Section 5.01(i) hereof.


 


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


 






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(h)            Definition
of Profit and Loss. “Profit” and “Loss” and any items of income, gain, expense or loss referred to in this
Agreement shall be determined in accordance with federal income tax accounting principles, as modified by Regulations Section 1.704-1(b)(2)(iv),
except that Profit and Loss shall not include items of income, gain and expense that are specially allocated pursuant to Sections 5.01(c),
5.01(d), 5.01(e), or 5.01(f). All allocations of income, Profit, gain, Loss and expense (and all items contained therein) for federal
income tax purposes shall be identical to all allocations of such items set forth in this Section 5.01, except as otherwise required
by Section 704(c) of the Code and Regulations Section 1.704-1(b)(4). With respect to properties acquired by the Partnership,
the General Partner shall have the authority to elect the method to be used by the Partnership for allocating items of income, gain and
expense as required by Section 704(c) of the Code with respect to such properties, and such election shall be binding on all
Partners.


 


5.02       Distribution
of Cash.


 


(a)            Subject
to Sections 5.02(c) and (d) hereof, the Partnership shall distribute cash at such times and in such amounts as are 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 proportion with their respective Common Units on the Partnership Record Date.


 


(b)            If
a new or existing Partner acquires additional Partnership Units in exchange for a Capital Contribution on any date other than a Partnership
Record Date, the cash distribution attributable to such additional Partnership Units relating to the Partnership Record Date next following
the issuance of such additional Partnership Units shall be reduced in the proportion to (i) the number of days that such additional
Partnership Units are held by such Partner bears to (ii) the number of days between such Partnership Record Date and the immediately
preceding Partnership Record Date.


 


(c)            Notwithstanding
any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate
to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law
including, without limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required
to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to a Partner or assignee
(including by reason of Section 1446 of the Code), either (i) if the actual amount to be distributed to the Partner (the “Distributable
Amount”) equals or exceeds the Withheld Amount, the entire Distributable Amount shall be treated as a distribution of cash to
such Partner, or (ii) if the Distributable Amount is less than the Withheld Amount, the excess of the Withheld Amount over the Distributable
Amount shall be treated as a Partnership Loan from the Partnership to the Partner on the day the Partnership pays over such amount to
a taxing authority. A Partnership Loan shall be repaid upon the demand of the Partnership or, alternatively, through withholding by the
Partnership with respect to subsequent distributions to the applicable Partner or assignee. In the event that a 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 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.


 






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Any amounts treated as a Partnership
Loan or a General Partner Loan pursuant to this Section 5.02(c) shall bear interest at the lesser of (i) 300 basis points
above the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The
Wall Street Journal, or (ii) the maximum lawful rate of interest on such obligation, such interest to accrue from the date the
Partnership or the General Partner, as applicable, is deemed to extend the loan until such loan is repaid in full.


 


(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 redeemed.


 


5.03        REIT
Distribution Requirements. The General Partner shall use commercially reasonable efforts
to cause the Partnership to distribute amounts sufficient to enable the General Partner to pay distributions to its shareholders that
will allow the General Partner to (i) meet its distribution requirement for qualification as a REIT as set forth in Section 857
of the Code and (ii) avoid any federal income or excise tax liability imposed by the Code, other than to the extent the General
Partner elects to retain and pay income tax on its net capital gain.


 


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


 


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


 


5.06       Distributions
Upon Liquidation.


 


(a)            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.


 


(b)            For
purposes of Section 5.06(a) hereof, the Capital Account of each Partner shall be determined after the following adjustments:
(i) all adjustments made in accordance with Sections 5.01 and 5.02 hereof resulting from Partnership operations and from all sales
and dispositions of all or any part of the Partnership’s assets, and (ii) allocating to the General Partner an amount equal
to the excess of (A) the value of the Partnership Units it received in exchange for Capital Contributions of the proceeds of an issuance
of REIT Shares pursuant to Section 4.02(b) hereof over (B) the actual amount of its Capital Contributions pursuant to Section 4.02(b) hereof
(i.e., as a result of any underwriters’ discount, commissions, placement fees or other expenses paid or incurred in connection
with such issuance).


 






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(c)            Any
distributions pursuant to this Section 5.06 shall be made by the end of the Partnership’s taxable year in which the liquidation
occurs (or, if later, within 90 days after the date of the liquidation). To the extent deemed advisable by the General Partner, appropriate
arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent
debts or obligations.


 


5.07       Substantial
Economic Effect. It is the intent of the Partners that the allocations of Profit and Loss
under the 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.


 


ARTICLE VI


 


RIGHTS, OBLIGATIONS AND

POWERS OF THE GENERAL PARTNER


 


6.01        Management
of the Partnership.


 


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


 


(1)            to
acquire, purchase, own, operate, lease and dispose of any real property and any other property or assets including, but not limited to,
notes and mortgages that the General Partner determines are necessary or appropriate in the business of the Partnership;


 


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


 


(3)            to
authorize, issue, sell, redeem or otherwise purchase any Partnership Units 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 Units, or Rights relating
to any class or series of Partnership Units) of the Partnership;


 






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(4)            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 indebtedness
by mortgage, deed of trust, pledge or other lien on the Partnership’s assets;


 


(5)            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;


 


(6)            to
guarantee or become a co-maker of indebtedness of any Subsidiary of the General Partner or the Partnership, 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;


 


(7)            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 and 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;


 


(8)            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;


 


(9)            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;


 


(10)            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’s business;


 


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


 


(12)            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;


 


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


 






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


 


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


 


(16)            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;


 


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


 


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


 


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


 


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


 


(21)            to
merge, consolidate or combine the Partnership with or into another person;


 


(22)            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” taxable as a corporation under Section 7704 of the Code; and


 


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


 


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


 






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6.02       Delegation
of Authority. The General Partner may delegate any or all of its powers, rights and obligations
hereunder, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Partnership,
which Person may, under supervision of the General Partner, perform any acts or services for the Partnership as the General Partner may
approve.


 


6.03        Indemnification
and Exculpation of Indemnitees.


 


(a)            The
Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses
(including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands,
actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership as
set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless
it is established that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either
was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the Indemnitee actually received an improper
personal benefit in money, property or services; or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable
cause to believe that the act or omission was unlawful. 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 6.03(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, creates a rebuttable presumption that the Indemnitee acted in a manner contrary to that specified in this Section 6.03(a).
Any indemnification pursuant to this Section 6.03 shall be made only out of the assets of the Partnership.


 


(b)            The
Partnership shall reimburse an Indemnitee for reasonable expenses incurred by an Indemnitee who is a party to a proceeding in advance
of the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the
Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in this
Section 6.03 has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall
ultimately be determined that the standard of conduct has not been met.


 


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


 


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


 






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(e)            For
purposes of this Section 6.03, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee
benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by,
it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit
plan pursuant to applicable law shall constitute fines within the meaning of this Section 6.03; and actions taken or omitted by the
Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in
the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is not opposed to the best interests
of the Partnership.


 


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


 


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


 


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


 


(i)            Any
amendment, modification or repeal of this Section 6.03 or any provision hereof shall be prospective only and shall not in any way
affect the indemnification of an Indemnitee by the Partnership under this Section 6.03 as in effect immediately prior to such amendment,
modification or repeal with respect to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless
of when claims relating to such matters may arise or be asserted.


 


6.04        Liability
of the General Partner.


 


(a)            Notwithstanding
anything to the contrary set forth in this Agreement, neither the General Partner, nor any of its directors, officers, agents or employees
shall 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 mistakes of fact or law or of any act or omission if any such party acted in good faith. The General Partner shall not
be in breach of any duty that the General Partner may owe to the Limited Partners or the Partnership or any other Persons under this Agreement
or of any duty stated or implied by law or equity provided the General Partner, acting in good faith, abides by the terms of this Agreement.


 






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(b)            The
Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership and the General Partner’s
shareholders 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 the shareholders of the General Partner 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 the shareholders of the General Partner or the Limited
Partners; provided, however, that for so long as the General Partner 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 the shareholders of the General Partner or the Limited Partners shall be resolved in favor of the shareholders of the General Partner.
The General Partner shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by the
Limited Partners in connection with such decisions.


 


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


 


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


 


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


 


6.05       Partnership
Obligations.


 


(a)            Except
as provided in this Section 6.05 and elsewhere in this Agreement (including the provisions of Articles V and VI hereof 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)            All
Administrative Expenses shall be obligations of the Partnership, and the General Partner shall be entitled to reimbursement by the Partnership
for any expenditure (including Administrative Expenses) incurred by it on behalf of the Partnership that shall be made other than out
of the funds of the Partnership.


 






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6.06        Outside
Activities. Subject to Section 6.08 hereof, the Articles of Incorporation and any agreements
entered into by the General Partner or its Affiliates with the Partnership or a Subsidiary, any officer, director, employee, agent, Affiliate
or shareholder of the General Partner, the General Partner shall be entitled to and may have business interests and engage in business
activities in addition to those relating to the Partnership, including business interests and activities substantially similar or identical
to those of the Partnership. Neither the Partnership nor any of the Limited Partners shall have any rights by virtue of this Agreement
in any such business ventures, interest or activities. None of the Limited Partners nor any other Person shall have any rights by virtue
of this Agreement or the partnership relationship established hereby in any such business ventures, interests or activities, and the
General Partner shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures, interests and
activities to the Partnership or any Limited Partner, even if such opportunity is of a character that, if presented to the Partnership
or any Limited Partner, could be taken by such Person.


 


6.07        Employment
or Retention of Affiliates.


 


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


 


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


 


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


 


6.08        General
Partner Activities. The General Partner agrees that, generally, all business activities
of the General Partner, including activities pertaining to the acquisition, development, ownership of or investment in retail properties
or other property, shall be conducted through the Partnership or one or more Subsidiary Partnerships; provided, however,
that the General Partner may make direct acquisitions or undertake business activities if such acquisitions or activities are made in
connection with the issuance of Additional Securities by the General Partner or the business activity has been approved by a majority
of the Independent Directors.


 


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


 






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6.10        Redemption
of General Partner’s Partnership Units. In the event the General Partner redeems or
repurchases any REIT Shares, then the General Partner shall cause the Partnership to purchase from the General Partner a number of Partnership
Units as determined based on the application of the Conversion Factor on the same terms that the General Partner redeemed such REIT Shares.
Moreover, if the General Partner makes a cash tender offer or other offer to acquire REIT Shares, then the General Partner shall cause
the Partnership to make a corresponding offer to the General Partner to acquire an equal number of Partnership Units held by the General
Partner. In the event any REIT Shares are redeemed or repurchased by the General Partner pursuant to such offer, the Partnership shall
redeem or repurchase an equivalent number of the General Partner’s Partnership Units for an equivalent purchase price based on
the application of the Conversion Factor.


 


ARTICLE VII


 


CHANGES IN GENERAL PARTNER


 


7.01       Transfer
of the General Partner’s Partnership Interest.


 


(a)            The
General Partner shall not transfer all or any portion of its General Partnership Interests, and the General Partner shall not withdraw
as General Partner, except as provided in or in connection with a transaction contemplated by Sections 7.01(c), (d) or (e) hereof.


 


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


 


(c)            Except
as otherwise provided in Section 7.01(d) or (e) hereof, the General Partner shall not engage in any merger, consolidation
or other combination with or into another Person or sale of all or substantially all of its assets (other than in connection with a change
in the General Partner’s state of incorporation or organizational form), in each case which results in a Change of Control of the
General Partner (a “Transaction”), unless at least one of the following conditions is met:


 


(1)            the
consent of a Majority in Interest (other than the General Partner or any Subsidiary of the General Partner) is obtained;


 






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(2)            as
a result of such Transaction, all Limited Partners (other than the General Partner and any Subsidiary of the General Partner) will receive,
or have the right to receive, for each Partnership Unit an amount of cash, securities or other property equal in value to the product
of the Conversion Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT
Share in consideration of one REIT Share, provided that if, in connection with such 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 (other than the General Partner and any Subsidiary of the General Partner) shall be given the option
to exchange its Partnership Units for the greatest amount of cash, securities or other property that such Limited Partner would have received
had it (A) exercised its Common Unit Redemption Right pursuant to Section 8.04 hereof and (B) sold, tendered or exchanged
pursuant to the Offer the REIT Shares received upon exercise of the Common Unit Redemption Right immediately prior to the expiration of
the Offer; or


 


(3)            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 of the General
Partner) receive for each Partnership Unit an amount of cash, securities or other property (expressed as an amount per REIT Share) that
is no less in value than the product of the Conversion Factor and the greatest amount of cash, securities or other property (expressed
as an amount per REIT Share) received in the Transaction by any holder of REIT Shares.


 


(d)            Notwithstanding
Section 7.01(c) hereof, 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 hereunder. Upon such contribution
and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.01(d). The Survivor
shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion Factor for a
Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably
possible. Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that
was receivable upon such merger or consolidation by a holder of REIT Shares or options, warrants or other rights relating thereto, and
which a holder of Partnership Units could have acquired had such Partnership Units been exchanged immediately prior to such merger or
consolidation. Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly
equivalent as may be practicable to the adjustments provided for with respect to the Conversion Factor. The Survivor also shall in good
faith modify the definition of REIT Shares and make such amendments to Section 8.04 hereof so as to approximate the existing rights
and obligations set forth in Section 8.04 hereof as closely as reasonably possible. The above provisions of this Section 7.01(d) shall
similarly apply to successive mergers or consolidations permitted hereunder.


 






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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 (other than the General Partner or any Subsidiary) 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 and subject
in all respects to the exercise of the Board of Directors’ fiduciary duties to the shareholders of the General Partner under applicable
law.


 


(e)            Notwithstanding
anything in this Article VII,


 


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


 


(2)            the
General Partner may engage in a transaction required by law or by the rules of any national securities exchange or over-the-counter
interdealer quotation system on which the REIT Shares are listed or traded.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


7.04       Removal
of General Partner.


 


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


 


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


 






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


 


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


 


ARTICLE VIII


 


RIGHTS AND OBLIGATIONS

OF THE LIMITED PARTNERS


 


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


 


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


 


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


 






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8.04        Common
Unit Redemption Right.


 


(a)            Subject
to Sections 8.04(b), (c), (d), (e) and (f) hereof and the provisions of any agreements between the Partnership and one or more
Limited Partners with respect to Common Units held by them, each Limited Partner (other than the General Partner or any Subsidiary of
the General Partner, shall have the right (the “Common Unit Redemption Right”) to require the Partnership to redeem
on a Specified Redemption Date all or a portion of the Common Units held by such Limited Partner at a redemption price equal to and in
the form of the Common Redemption Amount to be paid by the Partnership, provided that such Common Units shall have been outstanding
for at least one year (or such lesser time as determined by the General Partner in its sole and absolute discretion), and subject to
any restriction agreed to in writing between the Redeeming Limited Partner and the General Partner. The Common Unit Redemption Right
shall be exercised pursuant to a Notice of Exercise of Redemption Right in the form attached hereto as Exhibit B delivered to the
Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Common Unit Redemption Right (the “Redeeming
Limited Partner”); provided, however, that the Partnership shall, in its sole and absolute discretion, have the
option to deliver either the Cash Amount or the REIT Shares Amount; provided, further, that the Partnership shall not be
obligated to satisfy such Common Unit Redemption Right if the General Partner elects to purchase the Common Units subject to the Notice
of Redemption; and provided, further, that no Limited Partner may deliver more than two Notices of Redemption during each
calendar year. A Limited Partner may not exercise the Common Unit Redemption Right for less than one thousand (1,000) Common Units or,
if such Limited Partner holds less than one thousand (1,000) Common Units, all of the Common Units held by such Limited Partner. The
Redeeming Limited Partner shall have no right, with respect to any Common Units so redeemed, to receive any distribution paid with respect
to Common Units if the record date for such distribution is on or after the Specified Redemption Date.


 


(b)            Notwithstanding
the provisions of Section 8.04(a) hereof, a Limited Partner that exercises the Common Unit Redemption Right shall be deemed
to have offered to sell the Common Units described in the Notice of Redemption to the General Partner, and the General Partner may, in
its sole and absolute discretion, elect to purchase directly and acquire such Common Units by paying to the Redeeming Limited 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
Redemption Date, whereupon the General Partner shall acquire the Common Units offered for redemption by the Redeeming Limited Partner
and shall be treated for all purposes of this Agreement as the owner of such Common Units. If the General Partner shall elect to exercise
its right to purchase Common Units under this Section 8.04(b) with respect to a Notice of Redemption, it shall so notify the
Redeeming Limited Partner within five Business Days after the receipt by the General Partner of such Notice of Redemption.


 



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


 


(c)            Notwithstanding
the provisions of Section 8.04(a) and 8.04(b) hereof, a Limited Partner shall not be entitled to exercise the Common
Unit Redemption Right if the delivery of REIT Shares to such Limited Partner on the Specified Redemption Date by the General Partner
pursuant to Section 8.04(b) hereof (regardless of whether or not the General Partner would in fact exercise its rights
under Section 8.04(b) hereof) would (i) result in such Limited Partner or any other Person (as defined in the
Articles of Incorporation) owning, directly or indirectly, REIT Shares in excess of either of the Stock Ownership Limits or any
Excepted Holder Limit (as defined in Articles of Incorporation) and calculated in accordance therewith, except as provided in the
Articles of Incorporation, (ii) result in REIT Shares being owned by fewer than 100 persons (determined without reference to
any rules of attribution), (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, actually or constructively, 10% or more of the
ownership interests in a tenant (other than a TRS) 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, (v) otherwise cause the
General Partner to fail to qualify as a REIT under the Code, or (vi) cause the acquisition of REIT Shares by such Limited
Partner to be “integrated” with any other distribution of REIT Shares or Common Units for purposes of complying with the
registration provisions of the Securities Act. The General Partner, in its sole and absolute discretion, may waive the restriction
on redemption set forth in this Section 8.04(c).


 


(d)            Any
Cash Amount to be paid to a Redeeming Limited Partner pursuant to this Section 8.04 shall be paid on the Specified Redemption Date;
provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an
additional 90 days to the extent required for the General Partner to cause additional REIT Shares to be issued to provide financing to
be used to make such payment of the Cash Amount. Any REIT Share Amount to be paid to a Redeeming Limited Partner pursuant to this Section 8.04
shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified
Redemption Date to be delayed for up to an additional 60 days to the extent required for the General Partner to cause additional REIT
Shares to be issued. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition
of redeemed Common Units hereunder to occur as quickly as reasonably possible.


 






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(e)            Notwithstanding
any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate
to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local
law that apply upon a Redeeming Limited Partner’s exercise of the Common Unit Redemption Right. If a Redeeming Limited Partner
believes that it is exempt from such withholding upon the exercise of the Common Unit Redemption Right, such Partner must furnish the
General Partner with a FIRPTA Certificate in the form attached hereto as Exhibit C. If the Partnership or the General Partner
is required to withhold and pay over to any taxing authority any amount upon a Redeeming Limited Partner’s exercise of the Common
Unit Redemption Right and if the Common Redemption Amount equals or exceeds the Withheld Amount, the Withheld Amount shall be treated
as an amount received by such Partner in redemption of its Common Units. If, however, the Common Redemption Amount is less than the Withheld
Amount, the Redeeming Limited Partner shall not receive any portion of the Common Redemption Amount, the Common Redemption Amount shall
be treated as an amount received by such Partner in redemption of its Common Units, and the Partner shall contribute the excess of the
Withheld Amount over the Common Redemption Amount to the Partnership before the Partnership is required to pay over such excess to a
taxing authority.


 


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


 


ARTICLE IX


 


TRANSFERS OF PARTNERSHIP INTERESTS


 


9.01        Purchase
for Investment.


 


(a)            Each
Limited Partner, by its signature below or by its subsequent admission to the Partnership, hereby represents and warrants to the General
Partner and to the Partnership that the acquisition of such Limited Partner’s Partnership Units is made for investment purposes
only and not with a view to the resale or distribution of such Partnership Units.


 


(b)            Subject
to the provisions of Section 9.02 hereof, each Limited Partner agrees that such Limited Partner will not sell, assign or otherwise
transfer such Limited Partner’s Partnership Units or any fraction thereof, whether voluntarily or by operation of law or at judicial
sale or otherwise, to any Person who does not make the representations and warranties to the General Partner set forth in Section 9.01(a) hereof.


 


9.02        Restrictions
on Transfer of Partnership Units.


 


(a)            Subject
to the provisions of Sections 9.02(b), (c) and (d) hereof, no Limited Partner may offer, sell, assign, hypothecate, pledge
or otherwise transfer all or any portion of such Limited Partner’s Partnership Units, 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. 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.


 






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(b)            No
Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer (i.e., a Transfer consented to
as contemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.05 hereof) of all of
such Limited Partner’s Partnership Units pursuant to this Article IX or pursuant to a redemption of all of such Limited Partner’s
Common Units pursuant to Section 8.04 hereof. Upon the permitted Transfer or redemption of all of a Limited Partner’s Common
Units, such Limited Partner shall cease to be a Limited Partner.


 


(c)            Subject
to Sections 9.02(d), (e) and (f) hereof, a Limited Partner may Transfer,   without consent of the General Partner, all
or a portion of such Limited Partner’s Partnership Units to such Limited Partner’s (i) parent or parent’s spouse,
(ii) spouse, (iii) natural or adopted descendant or descendants, (iv) spouse of such Limited Partner’s descendant,
(v) brother or sister, (vi) trust created by such Limited Partner for the primary benefit of such Limited Partner and/or any
such Person(s) described in (i) through (v) above, of which trust such Limited Partner or any such Person(s) or bank
or other commercial entity in the business of acting as a fiduciary in its ordinary course of business and having an equity capitalization
of at least $100,000,000 is a trustee, (vii) a corporation, partnership or limited liability company controlled by a Person or Persons
named in (i) through (v) above, or (viii) if the Limited Partner is an entity, its beneficial owners.


 


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


 


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


 


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


 






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9.03        Admission
of Substitute Limited Partner.


 


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


 


(1)            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.


 


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


 


(3)            The
assignee shall have delivered a letter containing the representation set forth in Section 9.01(a) hereof and the representations
and warranties set forth in Section 9.01(b) hereof.


 


(4)            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.


 


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


 


(6)            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.


 


(7)            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 Profits and Losses and distributing cash received by the Partnership, a Substitute Limited Partner shall be
treated as having become, and appearing in the records of the Partnership as, a Partner upon the filing of the Certificate described
in Section 9.03(a)(2) hereof or, if no such filing is required, the later of the date specified in the transfer documents or
the date on which the General Partner has received all necessary instruments of transfer and substitution.


 


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


 






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9.04        Rights
of Assignees of Partnership Units.


 


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


 


(b)            Any
Person who is the assignee of all or any portion of a Limited Partner’s Partnership Units, but does not become a Substitute Limited
Partner and desires to make a further assignment of such Partnership Units, 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 Partnership Units.


 


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


 


9.06        Joint
Ownership of Partnership Units. A Partnership Unit may be acquired by two individuals as
joint tenants with right of survivorship, provided that such individuals either are married or are related and share the same
home as tenants in common. The written consent or vote of both owners of any such jointly held Partnership Unit shall be required to
constitute the action of the owners of such Partnership Unit; 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 Unit held in a joint tenancy with a right of survivorship, the Partnership Unit 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 Unit 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 Unit to be divided into two equal Partnership Units, which shall thereafter be owned separately by
each of the former owners.


 






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ARTICLE X


 


BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS


 


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


 


10.02      Custody
of Partnership Funds; Bank Accounts.


 


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


 


(b)            All
deposits and other funds not needed in the operation of the business of the Partnership may be invested by the General Partner. The funds
of the Partnership shall not be commingled with the funds of any other Person except for such commingling as may necessarily result from
an investment in those investment companies permitted by this Section 10.02(b).


 


10.03      Fiscal
and Taxable Year. The fiscal and taxable year of the Partnership shall be the calendar year
unless otherwise required by the Code.


 


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


 


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


 


(a)            The
General Partner shall be the Tax Matters Person of the Partnership. As Tax Matters Person, the General Partner shall have the right and
obligation to take all actions authorized and required, respectively, by the Code and the Treasury Regulations thereunder for the Tax
Matters Person and may take any action contemplated by Sections 6222 through 6241 of the Code and the Treasury Regulations thereunder.
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 Person shall constitute
Partnership expenses. In the event the General Partner receives notice of a final Partnership adjustment under Section 6231(a)(3) 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 6234(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. Upon request, each Limited Partner shall fully cooperate with the Tax Matters Person
in its efforts to resolve audits and to minimize any tax return adjustments made, or additional liabilities imposed, as a result of audits.


 






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


 


(c)            In
the event of a transfer of all or any part of the Partnership Interest of any Partner, the Partnership, at the option of the General
Partner, may elect pursuant to Section 754 of the Code to adjust the basis of the 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.


 


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


 


10.06     Reports
to Limited Partners.


 


(a)            If
the General Partner is required to furnish an annual report to its shareholders containing financial statements of the General Partner,
the General Partner will, at the same time and in the same manner, furnish such annual report to each Limited 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 that such audit
is made for Partnership purposes, at the expense of the Partner desiring it and is made during normal business hours.


 


ARTICLE XI


 


AMENDMENT OF AGREEMENT; MERGER


 


11.01     Amendment
of Agreement.


 


The General Partner’s
consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may
amend this Agreement in any respect; provided, however, that the following amendments shall require the consent of a Majority
in Interest (other than the General Partner or any Subsidiary of the General Partner):


 


(a)            any
amendment affecting the operation of the Conversion Factor or the Common Unit Redemption Right (except as otherwise provided herein)
in a manner that adversely affects the Limited Partners;


 


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


 


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


 


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


 


(e)            any
amendment to this Article XI.


 


11.02     Merger
of Partnership.


 


The General Partner, without
the consent of the Limited Partners, may (i) merge or consolidate the Partnership with or into any other domestic or foreign partnership,
limited partnership, limited liability company or corporation or (ii) sell all or substantially all of the assets of the Partnership
in a transaction pursuant to Sections 7.01(c) or (d) hereof and may amend this Agreement in connection with any such transaction
consistent with the provisions of this Article XI; provided, however, that the consent of a Majority in Interest (other
than the General Partner or any Subsidiary of the General Partner) shall be required in the case of (a) the merger or consolidation
of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation
or (b) sale of all or substantially all of the assets of the Partnership in a transaction that is not pursuant to Sections 7.01(c) or
(d) hereof.


 






     42


     


    

 


ARTICLE XII


 


GENERAL PROVISIONS


 


12.01      Notices.
All communications required or permitted under this Agreement shall be in writing and shall be deemed to have been given when delivered
personally or upon deposit in the United States mail, registered, postage prepaid return receipt requested, to the Partners at the addresses
set forth in Exhibit A attached hereto, as it may be amended or restated from time to time; provided, however,
that any Partner may specify a different address by notifying the General Partner in writing of such different address. Notices to the
General Partner and the Partnership shall be delivered at or mailed to its office address set forth in Section 2.03 hereof. The
General Partner and the Partnership may specify a different address by notifying the Limited Partners in writing of such different address.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


12.09     Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware.


 






     43


     


    

 


ARTICLE XIII


 


SERIES A PREFERRED UNITS


 


13.01      Designation
and Number. A series of Preferred Units, designated the “4.250% Series A Cumulative
Redeemable Preferred Units” (the “Series A Preferred Units”), is hereby established. The number of authorized
Series A Preferred Units shall be 7,000.


 


13.02      Maturity.
The Series A Preferred Units have no stated maturity and will not be subject to any sinking fund or mandatory redemption.


 


13.03      Rank.
The Series A Preferred Units will, with respect to distribution rights and rights upon liquidation, dissolution or winding up of
the Partnership, rank (a) prior or senior to any class or series of Common Units and any Junior Preferred Units; (b) on a parity
with Parity Preferred Units; (c) junior to all Senior Preferred Units; and (d) junior to all existing and future indebtedness
of the Partnership. The term “Preferred Units” does not include convertible debt securities of the Partnership, which shall
rank senior to the Series A Preferred Units prior to conversion.


 


13.04      Distributions.


 


(a)            Holders
of the Series A Preferred Units shall be entitled to receive, when and as authorized by the General Partner, and declared by
the Partnership out of funds of the Partnership legally available for payment, preferential cumulative cash distributions at the
rate of 4.250% per annum of the Series A Base Liquidation Preference (as defined below) per unit (equivalent to a fixed annual
amount of $1,062.50 per unit) (the “Series A Preferred Return”). Such distributions shall accumulate on a
daily basis and be cumulative from and including the immediately preceding distribution payment date (or from the date of original
issue if no distributions have yet been paid) and shall be payable monthly, in equal amounts, on the first day of each month
beginning on October 1, 2021 (or, if not a business day, the next succeeding business day, each a “Series A
Preferred Unit Distribution Payment Date’’) for the period ending on such Series A Preferred Unit Distribution
Payment Date. “Business day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in
the City of New York are authorized or required to close. Any monthly distribution payable on the Series A Preferred Units for
any partial distribution period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Distributions
will be payable in arrears to holders of record of the Series A Preferred Units as they appear on the records of the
Partnership at the close of business on the applicable record date, which shall be the fifteenth day of the calendar month
immediately prior to the applicable Series A Preferred Unit Distribution Payment Date occurs or such other date designated by
the General Partner of the Partnership for the payment of distributions that is not more than 30 nor less than 10 days prior to such
Series A Preferred Unit Distribution Payment Date (each, a “Series A Distribution Record
Date”).


 


(b)            No
distribution on the Series A Preferred Units shall be authorized by the General Partner or declared or paid or set apart for payment
by the Partnership at such time as the terms and provisions of any agreement of the General Partner or the Partnership, including any
agreement relating to the indebtedness of either of them, prohibits such declaration, payment or setting apart for payment or provides
that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration
or payment shall be restricted or prohibited by law.


 






     44


     


    

 


(c)            Notwithstanding
the foregoing, distributions on the Series A Preferred Units will accrue whether or not the Partnership has earnings, whether or
not there are funds legally available for the payment of such distributions and whether or not such distributions are declared and whether
or not such is prohibited by agreement. Accumulated but unpaid distributions on the Series A Preferred Units will accumulate as
of the Series A Preferred Unit Distribution Payment Date on which they become payable or on the date of redemption, as the case
may be. Accrued but unpaid distributions on the Series A Preferred Units will not bear interest and holders of the Series A
Preferred Units will not be entitled to any distributions in excess of full cumulative distributions described above. Except as set forth
in the next sentence, no distributions will be declared or paid or set apart for payment on any Common Units, Parity Preferred Units
or Junior Preferred Units of the Partnership (other than a distribution in Common Units or Junior Preferred Units) for any period unless
full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof
is set apart for such payment on the Series A Preferred Units for all past distribution periods and the then current distribution
period. When distributions are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series A
Preferred Units and any Parity Preferred Units, all distributions declared upon the Series A Preferred Units and any Parity Preferred
Units shall be declared pro rata so that the amount of distributions declared per Series A Preferred Unit and such Parity Preferred
Units shall in all cases bear to each other the same ratio that accrued distributions per Series A Preferred Unit and such Parity
Preferred Units (which shall not include any accrual in respect of unpaid distributions for prior distribution periods if such Parity
Preferred Units do not have a cumulative distribution) bear to each other. No interest, or sum of money in lieu of interest, shall be
payable in respect of any distribution payment or payments on Series A Preferred Units which may be in arrears.


 


(d)            Except
as provided in the immediately preceding paragraph, unless full cumulative distributions on the Series A Preferred Units have been
or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all
past distribution periods and the then current distribution period, no distributions (other than in Common Units or Junior Preferred
Units of the Partnership) shall be declared or paid or set aside for payment nor shall any other distribution be declared or made upon
the Common Units, Parity Preferred Units, or Junior Preferred Units, nor shall any Common Units, Parity Preferred Units, or Junior Preferred
Units be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund
for the redemption of any such shares) by the Partnership (except (i) by conversion into or exchange for Common Units or Junior
Preferred Units of the Partnership, (ii) in connection with the redemption, purchase or acquisition of equity securities under incentive,
benefit or share purchase plans of the General Partner for officers, directors or employees or others performing or providing similar
services, or (iii) by other redemption, purchase or acquisition of such equity securities by the General Partner for the purpose
of preserving the General Partner’s status as a REIT). Holders of Series A Preferred Units shall not be entitled to any distribution,
whether payable in cash, property or stock, in excess of full cumulative distributions on the Series A Preferred Units as provided
above. Any distribution made on the Series A Preferred Units shall first be credited against the earliest accrued but unpaid distribution
due with respect to such shares which remains payable.


 






     45


     


    

 


(e)            In
determining whether a distribution (other than upon voluntary or involuntary liquidation) by distribution, redemption or other acquisition
of the Partnership Units or otherwise is permitted under Delaware law, no effect shall be given to the amounts that would be needed,
if the Partnership were to be dissolved at the time of the distribution, to satisfy the preferential rights upon distribution of holders
of Partnership Units whose preferential rights are superior to those receiving the distribution.


 


13.05     Liquidation
Preference.


 


(a)            Upon
any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the holders of the Series A
Preferred Units are entitled to be paid out of the assets of the Partnership legally available for distribution to its Partners a liquidation
preference of (x) $25,000.00 per Series A Preferred Unit (the “Series A Base Liquidation Preference”),
plus an amount equal to all accumulated and unpaid distributions to, but not including, the date of the redemption, in cash or property
at its fair market value as determined by the General Partner before any distribution of assets is made to Common Units or Junior Preferred
Units.


 


(b)            If
upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable
among the holders of Series A Preferred Units shall be insufficient to pay in full the above described preferential amount and liquidating
payments on any other class or series of Parity Preferred Units, then such assets, or the proceeds thereof, shall be distributed among
the holders of Series A Preferred Units and any such other Parity Preferred Units ratably in the same proportion as the respective
amounts that would be payable on such Series A Preferred Units and any such other Parity Preferred Units if all amounts payable
thereon were paid in full.


 


(c)            Upon
any liquidation, dissolution or winding up of the Partnership, after payment shall have been made in full to the holders of the Series A
Preferred Units and any Parity Preferred Units, any other series or class or classes of Junior Preferred Units shall be entitled to receive
any and all assets remaining to be paid or distributed, and the holders of the Series A Preferred Units and any Parity Preferred
Units shall not be entitled to share therein.


 


(d)            None
of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with or into the Partnership,
or a sale, lease or conveyance of all or substantially all of the Partnership’s property or business shall be considered a liquidation,
dissolution or winding up of the affairs of the Partnership.


 






     46


     


    

 


13.06      Redemption.


 


(a)            Except
as described in this Section 13.06, the Series A Preferred Units are not redeemable prior to September 17, 2026. On and
after September 17, 2026, the Partnership, at its option, upon not less than 30 nor more than 60 days’ written notice, may
redeem the Series A Preferred Units, in whole or in part, at any time or from time to time, for cash at a redemption price equal
to the Series A Base Liquidation Preference, per Series A Preferred Unit, plus all accrued and unpaid distributions thereon
to, but not including, the date fixed for redemption (the “Series A Redemption Date”), without interest. No Series A
Preferred Units may be redeemed except with assets legally available for the payment of the redemption price.


 


(b)            Holders
of Series A Preferred Units to be redeemed shall surrender such Series A Preferred Units at the place designated in such notice
and shall be entitled to the redemption price and any accrued and unpaid distributions payable upon such redemption following such surrender.
If notice of redemption of any of the Series A Preferred Units has been given and if the funds necessary for such redemption have
been set aside, separate and apart from other funds, by the Partnership in trust for the pro rata benefit of the holders of any Series A
Preferred Units so called for redemption, then from and after the redemption date distributions will cease to accrue on such Series A
Preferred Units, such Series A Preferred Units shall no longer be deemed outstanding and all rights of the holders of such Series A
Preferred Units will terminate, except the right to receive the redemption price. If less than all of the outstanding Series A Preferred
Units are to be redeemed, the Series A Preferred Units to be redeemed shall be selected pro rata (as nearly as may be practicable
without creating fractional shares), by lot or by any other equitable method determined by the Partnership.


 


(c)            Notwithstanding
anything to the contrary contained herein, unless full cumulative distributions on all Series A Preferred Units shall have been
or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past
distribution periods and the then current distribution period, no Series A Preferred Units shall be redeemed unless all outstanding
Series A Preferred Units are simultaneously redeemed and the Partnership shall not purchase or otherwise acquire directly or indirectly
any Series A Preferred Units (except by exchange for Common Units or Junior Preferred Units of the Partnership); provided, however,
that the foregoing shall not prevent a redemption or purchase in connection with a redemption or purchase by the General Partner of Series A
Preferred Shares pursuant to Article Ninth of the Articles of Incorporation of the General Partner or otherwise in order to ensure
that the General Partner remains qualified as a REIT for federal income tax purposes or pursuant to the terms of the Series A Articles
Supplementary, or the purchase or acquisition of Series A Preferred Units pursuant to a purchase or exchange offer made on the same
terms to holders of all outstanding Series A Preferred Units. In addition, unless full cumulative distributions on all Series A
Preferred Units have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart
for payment for all past distribution periods and the then current distribution period, no Series A Preferred Units shall be purchased
or otherwise acquired directly or indirectly for any consideration, nor shall any monies be paid to or be made available for a sinking
fund for the redemption of, any Series A Preferred Units (except by exchange for Common Units or Junior Preferred Units of the Partnership);
provided, however, that the foregoing shall not prevent any purchase or acquisition of Series A Preferred Units for the purpose
of preserving the General Partner’s status as a REIT or pursuant to a purchase or exchange offer made on the same terms to holders
of all outstanding Series A Preferred Units) or in connection with a redemption by the General Partner of Series A Preferred
Shares in accordance with the terms of the Series A Articles Supplementary.


 






     47


     


    

 


(d)            Notice
of redemption of the Series A Preferred Units shall be mailed by the Partnership to each holder of record of the Series A Preferred
Units to be redeemed by first class mail, postage prepaid at such holder’s address as the same appears on the records of the Partnership.
No failure to give such notice or any defect therein or in the mailing thereof shall affect the validity of the proceedings for the redemption
of any Series A Preferred Units except as to the holder to whom notice was defective or not given. Each notice shall state: (i) the
Series A Redemption Date; (ii) the redemption price; (iii) the number of Series A Preferred Units to be redeemed;
and (iv) the place or places where the Series A Preferred Units are to be surrendered for payment of the redemption price.


 


(e)            Immediately
prior to or upon any redemption of Series A Preferred Units, the Partnership shall pay, in cash, any accumulated and unpaid distributions
up to, but not including, the Series A Redemption Date, unless a Series A Redemption Date falls after a Series A Distribution
Record Date and prior to the corresponding Series A Preferred Unit Distribution Payment Date, in which case each holder of Series A
Preferred Units at the close of business on such Series A Distribution Record Date shall be entitled to the distribution payable
on such shares on the corresponding Series A Preferred Unit Distribution Payment Date notwithstanding the redemption of such shares
before such Series A Preferred Unit Distribution Payment Date. Except as provided above, the Partnership will make no payment or
allowance for unpaid distributions, whether or not in arrears, on Series A Preferred Units for which a notice of redemption has
been given.


 


(f)            Notwithstanding
anything to the contrary contained herein, the Partnership may redeem one Series A Preferred Unit for each Series A Preferred
Share purchased in the open market, through tender or by private agreement by the General Partner.


 


(g)            All
Series A Preferred Units redeemed, purchased or otherwise acquired by the Partnership in any manner whatsoever shall be retired
and reclassified as authorized but unissued Preferred Units, without designation as to class or series, and may thereafter be reissued
as any class or series of Preferred Units in accordance with the applicable provisions of the Partnership Agreement.


 


(h)            Notwithstanding
anything to the contrary contained herein, the Partnership may redeem Series A Preferred Units at any time in connection with any
redemption by the General Partner of the Series A Preferred Shares, including in connection with the exercise by the General Partner
of the Special Optional Redemption Right.


 


13.07     Voting
Rights. Holders of the Series A Preferred Units will not have any voting rights.


 


13.08     Conversion.
The Series A Preferred Units are not convertible or exchangeable for any other property or securities, except as provided herein.


 


(a)            In
the event that a holder of Series A Preferred Shares of the General Partner exercises its right to convert the Series A Preferred
Shares into Common Shares of the General Partner in accordance with the terms of the Series A Articles Supplementary, then, concurrently
therewith, an equivalent number of Series A Preferred Units of the Partnership held by the General Partner shall be automatically
converted into a number of Common Units of the Partnership equal to the number of Common Shares issued upon conversion of such Series A
Preferred Shares; provided, however, that if a holder of Series A Preferred Shares of the General Partner receives cash or other
consideration in addition to or in lieu of Common Shares in connection with such conversion, then the General Partner, as the holder
of the Series A Preferred Units, shall be entitled to receive cash or such other consideration equal (in amount and form) to the
cash or other consideration to be paid by the General Partner to such holder of the Series A Preferred Shares. Any such conversion
will be effective at the same time the conversion of Series A Preferred Shares into Common Shares is effective.


 






     48


     


    

 


(b)            No
fractional units will be issued in connection with the conversion of Series A Preferred Units into Common Units. In lieu of fractional
Common Units, the General Partner shall be entitled to receive a cash payment in respect of any fractional unit in an amount equal to
the fractional interest multiplied by the closing price of a Common Share on the date the Series A Preferred Shares are surrendered
for conversion by a holder thereof.


 


13.09      Allocation
of Profit and Loss. Allocation of the Partnership’s items of income, gain, loss and
deduction shall be allocated among Holders of Series A Preferred Units in accordance with Article 5.


 


[SIGNATURE PAGE FOLLOWS]


 






     49


     


    

 



 


IN WITNESS WHEREOF, the parties
hereto have hereunder affixed their signatures to this Second Amended and Restated Agreement of Limited Partnership, on the date shown.


 


	 	GENERAL PARTNER:
	 	 	 
	 	AGREE REALTY CORPORATION
	 	 	 
	 	By:	/s/ Joel N. Agree
	 	 	Name:  Joel N. Agree
	 	 	Title:    President and Chief Executive Officer
	 	 	 
	 	Date:	September 17, 2021



 






     


     


    

 





	 	LIMITED PARTNERS:
	 	 	 
	 	AGREE REALTY CORPORATION
	 	 	 
	 	By:	/s/ Joel N. Agree
	 	 	Name:  Joel
    N. Agree
	 	 	Title:    President
    and Chief Executive Officer
	 	 	 
	 	Date:	September 17, 2021
	 	 	 
	 	/s/ Richard Agree
	 	Richard Agree
	 	 	 
	 	Date:	September 17,
    2021



 






     


     


    

 


EXHIBIT A


 


Partners, Capital Contributions and Percentage
Interests


 






    	 	A - 50	 



     


    

 


EXHIBIT B


 


NOTICE OF EXERCISE OF REDEMPTION RIGHT


 


In accordance with Section 8.04
of the Agreement of Limited Partnership (the “Agreement”) of Agree Limited Partnership, the undersigned hereby irrevocably
(i) presents for redemption ________ Common Units in Agree Limited Partnership in accordance with the terms of the Agreement and
the Common Unit Redemption Right referred to in Section 8.04 thereof, (ii) surrenders such Common 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 Common Unit Redemption Right be delivered to the address specified below, and if
REIT Shares (as defined in the Agreement) are to be delivered, such REIT Shares be registered or placed in the name(s) and at the
address(es) specified below.


 


Dated:________ __, _____


Name of Limited Partner:


 


	 	 
	 	(Signature of Limited Partner)
	 	 
	 	 
	 	(Mailing Address)
	 	 
	 	 
	 	(City) (State) (Zip Code)
	 	 
	 	Signature Guaranteed by:
	 	 
	 	 




 


If REIT Shares are to be issued, issue to:


Please insert social security or identifying number:


 


Name:


 






    	 	B - 1	 



     


    

 


EXHIBIT C-1


 


CERTIFICATION OF NON-FOREIGN STATUS

(FOR REDEEMING LIMITED PARTNERS THAT ARE ENTITIES)


 


Under Section 1445(e) of
the Internal Revenue Code of 1986, as amended (the “Code”), in the event of a disposition by a non-U.S. person of a
partnership interest in a partnership in which (i) 50% or more of the value of the gross assets consists of United States real property
interests (“USRPIs”), as defined in Section 897(c) of the Code, and (ii) 90% or more of the value of
the gross assets consists of USRPIs, cash, and cash equivalents, the transferee will be required to withhold 10% of the amount realized
by the non-U.S. person upon the disposition. To inform Agree Realty Corporation (the “General Partner”) and Agree Limited
Partnership (the “Partnership”) that no withholding is required with respect to the redemption by ____________ (“Partner”)
of its Common Units in the Partnership, the undersigned hereby certifies the following on behalf of Partner:


 


		1.	Partner is not a foreign corporation, foreign partnership, foreign trust, or foreign estate, as those
terms are defined in the Code and the Treasury regulations thereunder.



 


		2.	Partner is not a disregarded entity as defined in Treasury Regulation Section 1.1445-2(b)(2)(iii).



 


		3.	The U.S. employer identification number of Partner is _____________.



 


		4.	The principal business address of Partner is: ___________________________________, __________________________
and Partner’s place of incorporation is _____________.



 


		5.	Partner agrees to inform the General Partner if it becomes a foreign person at any time during the three-year
period immediately following the date of this notice.



 


		6.	Partner understands that this certification may be disclosed to the Internal Revenue Service by the General
Partner and that any false statement contained herein could be punished by fine, imprisonment, or both.



 


	 	PARTNER:
	 	 
	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 






    	 	C-1 - 1	 



     


    

 





Under penalties of perjury, I declare that
I have examined this certification and, to the best of my knowledge and belief, it is true, correct, and complete, and I further declare
that I have authority to sign this document on behalf of Partner.


 


	Date:	 		 
	 		Name:
	 		Title:



 






    	 	C-1 - 2	 



     


    

 


EXHIBIT C-2


 


CERTIFICATION OF NON-FOREIGN STATUS

(FOR REDEEMING LIMITED PARTNERS THAT ARE INDIVIDUALS)


 


Under Section 1445(e) of
the Internal Revenue Code of 1986, as amended (the “Code”), in the event of a disposition by a non-U.S. person of a
partnership interest in a partnership in which (i) 50% or more of the value of the gross assets consists of United States real property
interests (“USRPIs”), as defined in Section 897(c) of the Code, and (ii) 90% or more of the value of
the gross assets consists of USRPIs, cash, and cash equivalents, the transferee will be required to withhold 10% of the amount realized
by the non-U.S. person upon the disposition. To inform Agree Realty Corporation (the “General Partner”) and Agree Limited
Partnership (the “Partnership”) that no withholding is required with respect to my redemption of my Common Units in
the Partnership, I, ___________, hereby certify the following:


 


		1.	I am not a nonresident alien for purposes of U.S. income taxation.



 


		2.	My U.S. taxpayer identification number (social security number) is _________________________________________.



 


		3.	My home address is: ___________________________________________________________________________________.



 


		4.	I agree to inform the General Partner promptly if I become a nonresident alien at any time during the
three-year period immediately following the date of this notice.



 


		5.	I understand that this certification may be disclosed to the Internal Revenue Service by the General Partner
and that any false statement contained herein could be punished by fine, imprisonment, or both.



 


	 	 	 
		 	Name:



 


Under penalties of perjury, I declare that
I have examined this certification and, to the best of my knowledge and belief, it is true, correct, and complete.


 





	Date:	 		 
	 		Name:
	 		Title:



 






    	 	C-2 - 3