Exhibit 10.1


 


AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT


 


OF


 


ANGEL OAK MORTGAGE OPERATING PARTNERSHIP, LP


 


a Delaware limited partnership


 


THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT
BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE PARTNERSHIP AN
OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE PARTNERSHIP, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR
OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE
SKY” LAWS.


 


June 21, 2021


 




     


     


    

 


TABLE OF CONTENTS


 


Page


 


	ARTICLE 1 GENERAL PROVISIONS		1



 


	Section 1.1.	Defined Terms	14
	Section 1.2.	Interpretation	14



 


	ARTICLE 2 ORGANIZATIONAL MATTERS		14



 


	Section 2.1.	Continuation	14
	Section 2.2.	Name	14
	Section 2.3.	Registered Office and Agent; Principal Office	15
	Section 2.4.	Power of Attorney	15
	Section 2.5.	Term	16
	Section 2.6.	Admission of Limited Partners	16
	Section 2.7.	U.S. Tax Classification	16
	Section 2.8.	Not Publicly Traded for Tax Purposes	17



 


	ARTICLE 3 PURPOSE		17



 


	Section 3.1.	Purpose and Business	17
	Section 3.2.	Powers	17
	Section 3.3.	Representations and Warranties by the Parties	18



 


	ARTICLE 4 CAPITAL CONTRIBUTIONS		19



 


	Section 4.1.	Capital Contributions of the Partners	19
	Section 4.2.	Issuances of Additional Partnership Interests	20
	Section 4.3.	Contribution of Proceeds of Issuance of Securities by the Company	23
	Section 4.4.	Additional Funds	23
	Section 4.5.	Preemptive Rights	24



 


	ARTICLE 5 DISTRIBUTIONS		24



 


	Section 5.1.	Priority and Timing of Distributions of Available Cash	24
	Section 5.2.	Tax Amounts	25
	Section 5.3.	Distributions Upon Liquidation	25
	Section 5.4.	Restrictions on Distributions	25
	Section 5.5.	Compliance with REIT Requirements	25



 


	ARTICLE 6 ALLOCATIONS		25



 


	Section 6.1.	Allocations For Capital Account Purposes	25
	Section 6.2.	Economic Capital Account Balances of LTIP Unitholders	26



 






     


     


    

 


	ARTICLE 7 MANAGEMENT AND OPERATIONS OF BUSINESS		27



 


	Section 7.1.	Management	27
	Section 7.2.	Certificate of Limited Partnership	30
	Section 7.3.	Restrictions on General Partner Authority	30
	Section 7.4.	Reimbursement of the General Partner and the Company	30
	Section 7.5.	Outside Activities of the General Partner	31
	Section 7.6.	Contracts with Affiliates	31
	Section 7.7.	Indemnification	32
	Section 7.8.	Liability of the General Partner	34
	Section 7.9.	Other Matters Concerning the General Partner	35
	Section 7.10.	Title to Partnership Assets	36
	Section 7.11.	Reliance by Third Parties	36



 


	ARTICLE 8 RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS		37



 


	Section 8.1.	Limitation of Liability	37
	Section 8.2.	Management of Business	37
	Section 8.3.	Outside Activities of Limited Partners	37
	Section 8.4.	Return of Capital	38
	Section 8.5.	Rights of Limited Partners Relating to the Partnership	38
	Section 8.6.	Redemption Right	39
	Section 8.7.	Conversion of LTIP Units	40
	Section 8.8.	Voting Rights of LTIP Units	43



 


	ARTICLE 9 BOOKS, RECORDS, ACCOUNTING AND REPORTS		43



 


	Section 9.1.	Records and Accounting	43
	Section 9.2.	Fiscal Year	44
	Section 9.3.	Reports	44



 


	ARTICLE 10 CERTAIN TAX MATTERS		44



 


	Section 10.1.	Preparation of Tax Returns	44
	Section 10.2.	[Reserved]	45
	Section 10.3.	Partnership Representative	45
	Section 10.4.	Withholding	45



 


	ARTICLE 11 TRANSFERS AND WITHDRAWALS		46



 


	Section 11.1.	Transfer	46
	Section 11.2.	Transfer of General Partner Interest and Limited Partner Interest	47
	Section 11.3.	Limited Partners’ Rights to Transfer	48
	Section 11.4.	Substituted Limited Partners	50
	Section 11.5.	Assignees	50
	Section 11.6.	General Provisions	51



 






     


     


    

 


	ARTICLE 12 ADMISSION OF PARTNERS		51



 


	Section 12.1.	Admission of Successor General Partner	51
	Section 12.2.	Admission of Additional Limited Partners	52
	Section 12.3.	Amendment of Agreement and Certificate of Limited Partnership	52



 


	ARTICLE 13 DISSOLUTION, LIQUIDATION AND TERMINATION		52



 


	Section 13.1.	Dissolution	52
	Section 13.2.	Winding Up	54
	Section 13.3.	Compliance with Timing Requirements of Regulations	55
	Section 13.4.	Deemed Contribution and Distribution	55
	Section 13.5.	Rights of Limited Partners	55
	Section 13.6.	Notice of Dissolution	55
	Section 13.7.	Termination of Partnership and Cancellation of Certificate of Limited Partnership	56
	Section 13.8.	Reasonable Time for Winding Up	56
	Section 13.9.	Waiver of Partition	56



 


	ARTICLE 14 AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS		56



 


	Section 14.1.	Amendment of Partnership Agreement	56
	Section 14.2.	Meetings of the Partners	57



 


	ARTICLE 15 GENERAL PROVISIONS		58



 


	Section 15.1.	Addresses and Notice	58
	Section 15.2.	Further Action	58
	Section 15.3.	Binding Effect	59
	Section 15.4.	Creditors	59
	Section 15.5.	Waiver	59
	Section 15.6.	Counterparts	59
	Section 15.7.	Applicable Law	59
	Section 15.8.	Invalidity of Provisions	59
	Section 15.9.	Entire Agreement	59



 




     


     


    

 


EXHIBITS


 


Exhibit A – Partners’ Contributions and Partnership
Interests


Exhibit B – Capital Account Maintenance


Exhibit C – Special Allocation Rules


Exhibit D – Notice of Redemption


Exhibit E – Conversion Notice


Exhibit F – Forced Conversion Notice


 




     


     


    

 


AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT


OF


ANGEL OAK MORTGAGE OPERATING PARTNERSHIP, LP


 


THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF ANGEL OAK MORTGAGE OPERATING PARTNERSHIP, LP (this “Agreement”), dated as of June 21, 2021, is entered into
by and among Angel Oak Mortgage OP GP, LLC, a Delaware limited liability company (the “General Partner”), and the Persons
(as defined below) that are party hereto from time to time and whose names are set forth on Exhibit A as attached hereto (as
it may be amended from time to time).


 


WHEREAS, the limited partnership was formed on
February 5, 2020 and an original limited partnership agreement, dated as of February 5, 2020 (the “Prior Agreement”),
was entered into between the General Partner, as general partner, and Angel Oak Mortgage, Inc., a Maryland corporation (the “Company”),
as the initial limited partner;


 


WHEREAS, the General Partner and the Company desire
to enter into this Amended and Restated Limited Partnership Agreement of Angel Oak Mortgage Operating Partnership, LP (the “Partnership”);
and


 


WHEREAS, the General Partner and the Company have
made, and the Company will make certain additional, capital contributions to the Partnership as set forth on Exhibit A attached
hereto;


 


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


 


ARTICLE 1


 


GENERAL PROVISIONS


 


Section 1.1.     Defined
Terms


 


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


 


“704(c) Value” of any Contributed
Property means the fair market value of such property or other consideration at the time of contribution, as determined by the General
Partner using such reasonable method of valuation as it may adopt. Subject to Exhibit B, the General Partner shall, in its
sole and absolute discretion, use such method as it deems reasonable and appropriate to allocate the aggregate of the 704(c) Values
of Contributed Properties in a single or integrated transaction among the separate properties on a basis proportional to their respective
fair market values.


 


“Act” means the Delaware Revised
Uniform Limited Partnership Act, 6 Del. C. §17-101, et seq., as it may be amended from time to time, and any successor
to such statute.


 






     


     


    

 


“Actions” has the meaning set
forth in Section 7.7(a).


 


“Additional Funds” has the meaning
set forth in Section 4.4(a).


 


“Additional Limited Partner”
means a Person admitted to the Partnership as a Limited Partner pursuant to Section 12.2 and who is shown as such on the books
and records of the Partnership.


 


“Adjusted Capital Account” means
the Capital Account maintained for each Partner as of the end of each Partnership taxable year (i) increased by any amounts which
such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the
penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) decreased by the items described
in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted
Capital Account is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted
consistently therewith.


 


“Adjusted Capital Account Deficit”
means, with respect to any Partner, the deficit balance, if any, in such Partner’s Adjusted Capital Account as of the end of the
relevant Partnership taxable year.


 


“Adjusted Property” means any
property, the Carrying Value of which has been adjusted pursuant to Exhibit B.


 


“Adjustment Event” means any
of the following events: (A) the Partnership makes a distribution on all outstanding Partnership Units in Partnership Units, (B) the
Partnership subdivides the outstanding Partnership Units into a greater number of Partnership Units or combines the outstanding Partnership
Units into a smaller number of Partnership Units, or (C) the Partnership issues any Partnership Units in exchange for its outstanding
Partnership Units by way of a reclassification or recapitalization of its Partnership Units. If more than one Adjustment Event occurs,
the adjustment to the LTIP Units under Section 4.2(c) need be made only once using a single formula that takes into account
each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not
be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business
transaction, (y) the issuance of Partnership Units pursuant to a Plan, or any employee benefit or compensation plan or distribution
reinvestment plan, or (z) the issuance of any Partnership Units to the Company in respect of a capital contribution to the Partnership
of proceeds from the sale of securities by the Company.


 


“Affiliate” means, with respect
to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person; (ii) any
Person owning or controlling ten percent (10%) or more of the outstanding voting interests of such Person; (iii) any Person of which
such Person owns or controls ten percent (10%) or more of the voting interests; or (iv) any officer, director, general partner or
trustee of such Person or of any Person referred to in clauses (i), (ii), or (iii) above.


 






    2 


     


    

 


“Agreed Value” means (i) in
the case of any Contributed Property as of the time of its contribution to the Partnership, the 704(c) Value of such property, reduced
by any liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed, and
(ii) in the case of any property distributed to a Partner by the Partnership, the Partnership’s Carrying Value of such property
at the time such property is distributed, reduced by any indebtedness either assumed by such Partner upon such distribution or to which
such property is subject at the time of distribution as determined under Code Section 752 and the Regulations thereunder.


 


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


 


“Articles of Incorporation”
means the Articles of Amendment and Restatement of the Company dated January 10, 2019, as amended.


 


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


 


“Available Cash” means, with
respect to any period for which such calculation is being made,


 


(i)            the
sum of:


 


(a)           the
Partnership’s Net Income or Net Loss (as the case may be) for such period (without regard to adjustments resulting from allocations
described in Sections 1(a) through 1(e) of Exhibit C);


 


(b)           Depreciation
and all other noncash charges deducted in determining Net Income or Net Loss for such period;


 


(c)           the
amount of any reduction in the reserves of the Partnership referred to in clause (ii)(f) below (including reductions resulting because
the General Partner determines such amounts are no longer necessary);


 


(d)           the
excess of proceeds from the sale, exchange, disposition, or refinancing of Partnership property for such period over the gain recognized
from such sale, exchange, disposition, or refinancing during such period (excluding Terminating Capital Transactions); and


 


(e)           all
other cash received by the Partnership for such period that was not included in determining Net Income or Net Loss for such period;


 


(ii)           less
the sum of:


 


(a)           all
principal debt payments made by the Partnership during such period;


 


(b)           capital
expenditures made by the Partnership during such period;


 






    3 


     


    

 


(c)            investments
made by the Partnership during such period in any entity (including loans made thereto) to the extent that such investments are not otherwise
described in clause (ii)(a) or (ii)(b);


 


(d)           all
other expenditures and payments not deducted in determining Net Income or Net Loss for such period;


 


(e)           any
amount included in determining Net Income or Net Loss for such period that was not received by the Partnership during such period;


 


(f)            the
amount of any increase in reserves during such period which the General Partner determines to be necessary or appropriate in its sole
and absolute discretion; and


 


(g)           the
amount of any working capital accounts and other cash or similar balances which the General Partner determines to be necessary or appropriate,
in its sole and absolute discretion.


 


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


 


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


 


“Board of Directors” means the
Board of Directors of the Company.


 


“Book-Tax Disparities” means,
with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference between the
Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for federal income tax purposes as of
such date. A Partner’s share of the Partnership’s Book-Tax Disparities in all of its Contributed Property and Adjusted Property
will be reflected by the difference between such Partner’s Capital Account balance as maintained pursuant to Exhibit B
and the hypothetical balance of such Partner’s Capital Account computed as if it had been maintained strictly in accordance with
federal income tax accounting principles.


 


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


 


“Capital Account” means the
Capital Account maintained for a Partner pursuant to Exhibit B.


 


“Capital Account Limitation”
has the meaning set forth in Section 8.7(b).


 


“Capital Contribution” means,
with respect to any Partner, any cash, cash equivalents or the Agreed Value of Contributed Property which such Partner contributes or
is deemed to contribute to the Partnership pursuant to Section 4.1, 4.2, or 4.3.


 






    4 


     


    

 


“Carrying Value” means (i) with
respect to a Contributed Property or Adjusted Property, the 704(c) Value of such property, reduced (but not below zero) by all Depreciation
with respect to such property charged to the Partners’ Capital Accounts following the contribution of or adjustment with respect
to such property; and (ii) with respect to any other Partnership property, the adjusted basis of such property for federal income
tax purposes, all as of the time of determination. The Carrying Value of any property shall be adjusted from time to time in accordance
with Exhibit B, and to reflect changes, additions or other adjustments to the Carrying Value for dispositions and acquisitions
of Partnership properties, as deemed appropriate by the General Partner.


 


“Cash Amount” means an amount
of cash per Partnership Unit equal to the Value on the Valuation Date of the REIT Shares Amount.


 


“Certificate” means the Certificate
of Limited Partnership of the Partnership as filed in the office of the Delaware Secretary of State on February 5, 2020, as amended
and/or restated from time to time in accordance with the terms hereof and the Act.


 


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


 


“Common Units” means the Partnership
Units other than any series of units of limited partnership interest issued in the future and designated as preferred or otherwise different
from the Common Units, including with respect to the payment of distributions, including distributions upon liquidation.


 


“Company” means Angel Oak Mortgage, Inc.,
a Maryland corporation.


 


“Compensation Committee” means
the Compensation Committee of the Company, or if no such committee exists, the Board of Directors.


 


“Concurrent Offering” means
the private placement of REIT Shares pursuant to a purchase agreement between the Company and CPPIB Credit Investments Inc. entered into
in connection with the Initial Public Offering.


 


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


 


“Constituent Person” has the
meaning set forth in Section 8.7(g).


 


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


 


“Contributed Property” means
each property or other asset, in such form as may be permitted by the Act (but excluding cash), contributed or deemed contributed to the
Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Exhibit B, such property shall no longer
constitute a Contributed Property for purposes of Exhibit B, but shall be deemed an Adjusted Property for such purposes.


 






    5 


     


    

 


“Conversion Date” has the meaning
set forth in Section 8.7(b).


 


“Conversion Factor” means 1.0,
subject to adjustment as follows: (i) in case the Company shall (A) make a distribution on the outstanding REIT Shares in REIT
Shares, (B) subdivide or reclassify the outstanding REIT Shares into a greater number of REIT Shares, or (C) combine or reclassify
the outstanding REIT Shares into a smaller number of REIT Shares, the Conversion Factor in effect at the opening of business on the day
following the date fixed for the determination of shareholders entitled to receive such distribution or subject to such subdivision, combination
or reclassification shall be proportionately adjusted so that a holder of Partnership Units shall be entitled to receive, upon exchange
thereof, the number of REIT Shares which the holder would have owned at the opening of business on the day following the date fixed for
such determination had such Partnership Units been exchanged immediately prior to such determination; (ii) in case the Partnership
shall subdivide or reclassify the outstanding Partnership Units into a greater number of Partnership Units, the Conversion Factor in effect
at the opening of business on the day following the date fixed for the determination of Partnership Unit holders subject to such subdivision
or reclassification shall be proportionately adjusted so that a holder of Partnership Units shall be entitled to receive, upon exchange
thereof, the number of REIT Shares which the holder would have owned at the opening of business on the day following the date fixed for
such determination had such Partnership Units been exchanged immediately prior to such determination; (iii) in case the Company (A) shall
issue rights or warrants to all holders of REIT Shares entitling them to subscribe for or purchase REIT Shares at a price per share less
than the daily market price per REIT Share on the date fixed for the determination of shareholders entitled to receive such rights or
warrants, (B) shall not issue similar rights or warrants to all holders of Partnership Units entitling them to subscribe for or purchase
REIT Shares or Partnership Units at a comparable price (determined, in the case of Partnership Units, by reference to the Conversion Factor),
and (C) cannot issue such rights or warrants to a Redeeming Partner as otherwise required by the definition of “REIT Shares
Amount” set forth in this Article 1, then the Conversion Factor in effect at the opening of business on the day following
the date fixed for such determination shall be increased by multiplying such Conversion Factor by a fraction of which the numerator shall
be the number of REIT Shares outstanding at the close of business on the date fixed for such determination plus the maximum number of
REIT Shares so offered for subscription or purchase, and of which the denominator shall be the number of REIT Shares outstanding at the
close of business on the date fixed for such determination plus the number of REIT Shares which the aggregate offering price of the total
number of REIT Shares so offered for subscription would purchase at such daily market price per share, such increase of the Conversion
Factor to become effective immediately after the opening of business on the day following the date fixed for such determination; and (iv) in
case the Company shall, by distribution or otherwise, distribute to all holders of its REIT Shares, (A) capital shares of any class
other than its REIT Shares, (B) evidence of its indebtedness or (C) assets (excluding any rights or warrants referred to in
clause (iii) above, any cash distribution lawfully paid under the laws of the state of organization of the Company, and any distribution
referred to in clause (i) above) and shall not cause a corresponding distribution to be made to all holders of Partnership Units,
the Conversion Factor shall be adjusted so that the same shall equal the ratio determined by multiplying the Conversion Factor in effect
immediately prior to the close of business on the date fixed for the determination of shareholders entitled to receive such distribution
by a fraction of which the numerator shall be the daily market price per REIT Share on the date fixed for such determination, and of which
the denominator shall be such daily market price per REIT Share less the fair market value (as determined by the Board of Directors, whose
determination shall be conclusive and described in a resolution of the Board of Directors certified by the Secretary of the Company and
delivered to the holders of the Partnership Units) of the portion of the capital shares or evidences of indebtedness or assets so distributed
applicable to one REIT Share, such adjustment to become effective immediately prior to the opening of business on the day following the
date fixed for the determination of shareholders entitled to receive such distribution.


 






    6 


     


    

 


“Conversion Notice” has the
meaning set forth in Section 8.7(b).


 


“Conversion Right” has the meaning
set forth in Section 8.7(a).


 


“Covered Person” has the meaning
set forth in Section 7.8(a).


 


“Debt” means, as to any Person,
as of any date of determination, (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property
or services, (ii) all amounts owed by such Person to banks or other Persons in respect of reimbursement obligations under letters
of credit, surety bonds and other similar instruments guaranteeing payment or other performance of obligations by such Person, (iii) all
indebtedness for borrowed money or for the deferred purchase price of property or services secured by any lien on any property owned by
such Person, to the extent attributable to such Person’s interest in such property, even though such Person has not assumed or become
liable for the payment thereof, and (iv) obligations of such Person incurred in connection with entering into a lease which, in accordance
with GAAP, should be capitalized.


 


“Depreciation” means, for each
taxable year, an amount equal to the federal income tax depreciation, amortization, or other cost recovery deduction allowable with respect
to an asset for such year, except that if the Carrying Value of an asset differs from its adjusted basis for federal income tax purposes
at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Carrying Value
as the federal income tax depreciation, amortization, or other cost recovery deduction for such year bears to such beginning adjusted
tax basis; provided, however, that if the federal income tax depreciation, amortization, or other cost recovery deduction
for such year is zero, Depreciation shall be determined with reference to such beginning Carrying Value using any reasonable method selected
by the General Partner.


 


“Distribution Payment Date”
means the dates upon which the General Partner makes distributions in accordance with Section 5.1.


 


“Economic Capital Account Balances”
has the meaning set forth in Section 6.2.


 


“ERISA” means the Employee Retirement
Income Security Act of 1974, as amended and in effect from time to time, as interpreted by the applicable regulations thereunder. Any
reference herein to a specific section or Title of ERISA shall be deemed to include a reference to any corresponding provision of future
law.


 


“Event of Bankruptcy” has the
meaning set forth in Section 13.1(g).


 






    7 


     


    

 


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


 


“Forced Conversion” has the
meaning set forth in Section 8.7(c).


 


“Forced Conversion Notice” has
the meaning set forth in Section 8.7(d).


 


“Funding Debt” means any Debt
incurred by or on behalf of the General Partner for the purpose of providing funds to the Partnership.


 


“GAAP” means U.S. generally
accepted accounting principles.


 


“General Partner” means Angel
Oak Mortgage OP GP, LLC, a wholly-owned subsidiary of the Company, or any Person who becomes an additional or a successor general partner
of the Partnership.


 


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


 


“Incapacity” or “Incapacitated”
means, (i) as to any individual Partner, death, total physical disability or entry by a court of competent jurisdiction adjudicating
him incompetent to manage his Person or his estate; (ii) as to any corporation which is a Partner, the filing of a certificate of
dissolution, or its equivalent, for the corporation or the revocation of its charter; (iii) as to any partnership or limited liability
company which is a Partner, the dissolution and commencement of winding up of the partnership; (iv) as to any estate which is a Partner,
the distribution by the fiduciary of the estate’s entire interest in the Partnership; (v) as to any trustee of a trust which
is a Partner, the termination of the trust (but not the substitution of a new trustee); or (vi) as to any Partner, the bankruptcy
of such Partner. For purposes of this definition, bankruptcy of a Partner shall be deemed to have occurred when (a) the Partner commences
a voluntary proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law now or
hereafter in effect; (b) the Partner is adjudged as bankrupt or insolvent, or a final and non-appealable order for relief under any
bankruptcy, insolvency or similar law now or hereafter in effect has been entered against the Partner; (c) the Partner executes and
delivers a general assignment for the benefit of the Partner’s creditors; (d) the Partner files an answer or other pleading
admitting or failing to contest the material allegations of a petition filed against the Partner in any proceeding of the nature described
in clause (b) above; (e) the Partner seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator
for the Partner or for all or any substantial part of the Partner’s properties; (f) any proceeding seeking liquidation, reorganization
or other relief of or against such Partner under any bankruptcy, insolvency or other similar law now or hereafter in effect has not been
dismissed within one hundred twenty (120) days after the commencement thereof; (g) the appointment without the Partner’s consent
or acquiescence of a trustee, receiver or liquidator has not been vacated or stayed within ninety (90) days of such appointment; or (h) an
appointment referred to in clause (g) which has been stayed is not vacated within ninety (90) days after the expiration of any such
stay.


 






    8 


     


    

 


“Indemnitee” means (i) any
Person made a party to a proceeding by reason of (A) his or its status as the General Partner or an Affiliate of the General Partner,
or as a trustee, director, officer, shareholder, partner, member, employee, representative or agent of the General Partner or of an Affiliate
of the General Partner or as an officer, employee, representative or agent of the Partnership or the Partnership Representative, or (B) his
or its liabilities, pursuant to a loan guarantee or otherwise, for any indebtedness of the Partnership or any Subsidiary of the Partnership
(including any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken assets subject to); 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.


 


“Initial Public Offering” means
an initial public offering of REIT Shares under the Securities Act, if any.


 


“IRS” means the Internal Revenue
Service, which administers the internal revenue laws of the United States.


 


“Limited Partner” means the
Company and any other Person named as a limited partner of the Partnership in Exhibit A attached hereto, as such Exhibit may
be amended from time to time, or any Substituted Limited Partner or Additional Limited Partner, in such Person’s capacity as a limited
partner of the Partnership. For purposes of this Agreement and the Act, the Limited Partners shall constitute a single class or group
of limited partners.


 


“Limited Partner Interest” means
a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Partners
and includes any and all benefits to which the holder of such a Partnership Interest may be entitled, as provided in this Agreement, together
with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be (but
is not required to be) expressed as a number of Partnership Units.


 


“Liquidating Event” has the
meaning set forth in Section 13.1.


 


“Liquidator” has the meaning
set forth in Section 13.2.


 


“LTIP Unit” means a Partnership
Unit which is designated as an LTIP Unit and which has the rights, preferences and other privileges designated in Section 4.2(c) and
in a Plan in respect of LTIP Unitholders. The allocation of LTIP Units among the Partners shall be set forth on Exhibit A,
as may be amended from time to time.


 


“LTIP Unit Agreement” means
each or any, as the context implies, LTIP Unit Agreement entered into by an LTIP Unitholder upon acceptance of an award of LTIP Units
under a Plan (as such agreement may be amended, modified or supplemented from time to time).


 


“LTIP Unitholder” means a Partner
that holds LTIP Units.


 


“Net Income” means, for any
taxable period, the excess, if any, of the Partnership’s items of income and gain for such taxable period over the Partnership’s
items of loss and deduction for such taxable period. The items included in the calculation of Net Income shall be determined in accordance
with federal income tax accounting principles, subject to the specific adjustments provided for in Section 1(b) of Exhibit B.


 






    9 


     


    

 


“Net Loss” means, for any taxable
period, the excess, if any, of the Partnership’s items of loss and deduction for such taxable period over the Partnership’s
items of income and gain for such taxable period. The items included in the calculation of Net Loss shall be determined in accordance
with federal income tax accounting principles, subject to the specific adjustments provided for in Section 1(b) of Exhibit B.


 


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


 


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


 


“Nonrecourse Liability” has
the meaning set forth in Regulations Section 1.752-1(a)(2).


 


“Notice of Redemption” means
the Notice of Redemption substantially in the form of Exhibit D to this Agreement.


 


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


 


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


 


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


 


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


 


“Partnership” means the limited
partnership heretofore formed and continued under the Act and pursuant to this 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 (but is not required to be) expressed as a number
of Partnership Units.


 


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


 






    10 


     


    

 


“Partnership Record Date” means
the record date established by the General Partner for the distribution of Available Cash pursuant to Section 5.1, which record
date shall be the same as the record date established by the Company 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 pursuant to Sections 4.1, 4.2 and 4.3. The number
of Partnership Units outstanding and the Percentage Interest in the Partnership represented by such Partnership Units are set forth in
Exhibit A attached hereto, as such Exhibit may be amended from time to time. The ownership of Partnership Units shall
be evidenced by such form of certificate for units as the General Partner adopts from time to time unless the General Partner determines
that the Partnership Units shall be uncertificated securities.


 


“Partnership Unit Economic Balance”
has the meaning set forth in Section 6.2.


 


“Partnership Year” means the
fiscal year of the Partnership, which shall be the calendar year.


 


“Percentage Interest” means,
as to a Partner, its interest in the Partnership as determined by dividing the Partnership Units owned by such Partner by the total number
of Partnership Units then outstanding and as specified in Exhibit A attached hereto, as such Exhibit may be amended from
time to time.


 


“Person” means an individual
or a real estate investment trust, corporation, partnership, limited liability company, trust, unincorporated organization, association
or other entity.


 


“Plan” means the equity incentive
plan of the Company and/or the Partnership adopted in connection with the Initial Public Offering, if any, or any similar plan, as may
be adopted by the Company from time to time.


 


“Prior Agreement” has the meaning
set forth in the recitals hereto.


 


“Qualified REIT Subsidiary”
means a qualified REIT subsidiary of the Company within the meaning of Code Section 856(i)(2).


 


“Recapture Income” means any
gain recognized by the Partnership upon the disposition of any property or asset of the Partnership, which gain is characterized as ordinary
income because it represents the recapture of deductions previously taken with respect to such property or asset.


 


“Redeeming Partner” has the
meaning set forth in Section 8.6(a).


 


“Redemption Right” shall have
the meaning set forth in Section 8.6(a).


 






    11 


     


    

 


“Regulations” means the U.S.
Treasury regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions
of succeeding regulations).


 


“REIT” means a real estate investment
trust under Code Section 856.


 


“REIT Requirements” has the
meaning set forth in Section 5.5.


 


“REIT Share” means a share of
common stock, $0.01 par value per share, of the Company.


 


“REIT Share Offering” means
a primary offering by the Company of its REIT Shares, including the Initial Public Offering and the Concurrent Offering, and any other
offerings.


 


“REIT Shares Amount” means a
number of REIT Shares equal to the product of the number of Partnership Units offered for redemption by a Redeeming Partner, multiplied
by the Conversion Factor; provided, that in the event the Company issues to all holders of REIT Shares rights, options, warrants
or convertible or exchangeable securities entitling the shareholders to subscribe for or purchase REIT Shares, or any other securities
or property (collectively, the “rights”), and the Company can issue such rights to the Redeeming Partner, then the
REIT Shares Amount shall also include such rights that a holder of that number of REIT Shares would be entitled to receive.


 


“Residual Gain” or “Residual
Loss” means any item of gain or loss, as the case may be, of the Partnership recognized for federal income tax purposes resulting
from a sale, exchange or other disposition of Contributed Property or Adjusted Property, to the extent such item of gain or loss is not
allocated pursuant to Section 2(b)(1)(i) or 2(b)(2)(i) of Exhibit C to eliminate Book-Tax Disparities.


 


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


 


“Specified Redemption Date”
means the tenth (10th) Business Day after receipt by the Partnership of a Notice of Redemption; provided, that if the Company combines
its outstanding REIT Shares, no Specified Redemption Date shall occur after the record date of such combination of REIT Shares and prior
to the effective date of such combination.


 


“Subsidiary” means, with respect
to any Person, any real estate investment trust, corporation, partnership, limited liability company 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.


 


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


 


“Surviving Partnership” has
the meaning set forth in Section 11.2(c)(ii).


 


“Tax Advance” has
the meaning set forth in Section 10.4.


 






    12 


     


    

 


“Terminating Capital Transaction”
means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions
that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.


 


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


 


“Trading Days” means days on
which the primary trading market for REIT Shares, if any, is open for trading.


 


“Transaction” has the meaning
set forth in Section 8.7(g).


 


“United States Person” has the
meaning set forth in Section 3.3(c).


 


“Unrealized Gain” attributable
to any item of Partnership property means, as of any date of determination, the excess, if any, of (i) the fair market value of such
property (as determined under Exhibit B) as of such date; over (ii) the Carrying Value of such property (prior to any
adjustment to be made pursuant to Exhibit B) as of such date.


 


“Unrealized Loss” attributable
to any item of Partnership property means, as of any date of determination, the excess, if any, of (i) the Carrying Value of such
property (prior to any adjustment to be made pursuant to Exhibit B) as of such date; over (ii) the fair market value
of such property (as determined under Exhibit B) as of such date.


 


“Unvested LTIP Units” has the
meaning set forth in Section 4.2(c).


 


“Valuation Date” means the date
of receipt by the General Partner of a Notice of Redemption or, if such date is not a Business Day, the first Business Day thereafter.


 


“Value” means, with respect
to a REIT Share, the average of the daily market price for the ten (10) consecutive Trading Days immediately preceding the Valuation
Date. The daily market price for each such Trading Day shall be: (i) if the REIT Shares are listed or admitted to trading on any
national securities exchange or the NASDAQ National Market, the closing price on such day, or if no such sale takes place on such day,
the average of the closing bid and asked prices on such day; (ii) if the REIT Shares are not listed or admitted to trading on any
national securities exchange or the NASDAQ National Market, 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 REIT Shares are not listed or admitted to trading on any national securities exchange or the NASDAQ National
Market 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
(10) 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 (10) days prior to the date in question, the Value of the REIT Shares 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 REIT Shares Amount includes rights that a holder of REIT Shares would be entitled to receive, 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.


 






    13 


     


    

 


“Vested LTIP Units” has the
meaning set forth in Section 4.2(c).


 


Section 1.2.     Interpretation.


 


Wherever from the context it appears appropriate,
each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine
or the neuter gender shall include the masculine, the feminine and the neuter. The words “include,” “includes,”
and “including” shall be deemed to be followed by the phrase “without limitation.” The words “hereof,”
 “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement
as a whole and not to any particular provision of this Agreement. All references to “clauses,” “Sections” or “Articles”
refer to clauses, Sections or Articles of this Agreement. All article or section titles or captions in this Agreement are for convenience
only. They shall not be deemed part of this Agreement and in no way define, limit, extend or describe the scope or intent of any provisions
hereof.


 


Whenever in this Agreement the General Partner
is permitted or required to make a decision (i) in its “sole discretion” or “discretion,” or under a similar
grant of authority or latitude, the General Partner shall be entitled to consider such interests and factors as it desires and may consider
its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership
or the Limited Partners, or (ii) in its “good faith” or under another express standard, the General Partner shall act
under such express standard and shall not be subject to any other or different standards imposed by this Agreement or by law or any other
agreement contemplated herein.


 


ARTICLE 2


 


ORGANIZATIONAL MATTERS


 


Section 2.1.     Continuation


 


The Partners hereby continue the Partnership as
a limited partnership under and pursuant to the Act. Except as expressly provided herein to the contrary, the rights and obligations of
the Partners and the administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each
Partner shall be personal property for all purposes.


 


Section 2.2.     Name


 


The name of the Partnership heretofore formed and
continued hereby shall be Angel Oak Mortgage Operating Partnership, LP. The Partnership’s business may be conducted under any other
name or names deemed advisable by the General Partner, including the name of the General Partner or any Affiliate thereof. The words “Limited
Partnership,” “LP,” “Ltd.” or similar words 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 Limited Partners of
such change in the next regular communication to the Limited Partners.


 






    14 


     


    

 


Section 2.3.     Registered
Office and Agent; Principal Office


 


The address of the registered office of the Partnership
in the State of Delaware and the name and address of the registered agent for service of process on the Partnership in the State of Delaware
is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The principal
place of business of the Partnership shall be 3344 Peachtree Road NE, Suite 1725, Atlanta, Georgia 30326, or such other place or
places as the General Partner may from time to time designate by notice to the Limited Partners. The Partnership may maintain offices
at such other place or places within or outside the State of Delaware as the General Partner deems advisable.


 


Section 2.4.     Power
of Attorney


 


(a)            Each
Limited Partner and each Assignee hereby constitutes and appoints the General Partner, any Liquidator, and authorized officers and attorneys-in-fact
of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact,
with full power and authority in its name, place and stead to:


 


(i)      execute,
swear to, acknowledge, deliver, file and record in the appropriate public offices (a) all certificates, documents and other instruments
(including this Agreement and the Certificate and all amendments or restatements thereof) that the General Partner or the Liquidator deems
appropriate or necessary to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a
partnership in which the Limited Partners have limited liability) in the State of Delaware and in all other jurisdictions in which the
Partnership may or plans to conduct business or own property; (b) all instruments that the General Partner deems appropriate or necessary
to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; (c) all conveyances
and other instruments or documents that the General Partner or the Liquidator deems appropriate or necessary to reflect the dissolution
and liquidation of the Partnership pursuant to the terms of this Agreement, including a certificate of cancellation; (d) all instruments
relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, Article 11,
12 or 13 or the Capital Contribution of any Partner; and (e) all certificates, documents and other instruments relating
to the determination of the rights, preferences and privileges of Partnership Interest; and


 


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


 


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


 






    15 


     


    

 



 


(b)            The
foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, in recognition of the fact that
each of the Partners will be relying upon the power of the General Partner and any Liquidator to act as contemplated by this Agreement
in any filing or other action by it on behalf of the Partnership, and it shall survive and not be affected by the subsequent Incapacity
of any Limited Partner or Assignee and the transfer of all or any portion of such Limited Partner’s or Assignee’s Partnership
Units and shall extend to such Limited Partner’s or Assignee’s heirs, successors, assigns and personal representatives. Each
such Limited Partner or Assignee hereby agrees to be bound by any representation made by the General Partner or any Liquidator, acting
in good faith pursuant to such power of attorney, and each such Limited Partner or Assignee hereby waives any and all defenses which may
be available to contest, negate or disaffirm the action of the General Partner or any Liquidator, taken in good faith under such power
of attorney. Each Limited Partner or Assignee shall execute and deliver to the General Partner or the Liquidator, within fifteen (15)
days after receipt of the General Partner’s or Liquidator’s request therefor, such further designation, powers of attorney
and other instruments as the General Partner or the Liquidator, as the case may be, deems necessary to effectuate this Agreement and the
purposes of the Partnership.


 


Section 2.5.         Term


 


The term of the Partnership commenced on the date
that the Certificate was filed with the Secretary of State of the State of Delaware and shall continue until December 31, 2120, unless
the Partnership is dissolved sooner pursuant to the provisions of Article 13 or as otherwise provided by law.


 


Section 2.6.         Admission
of Limited Partners


 


On the date hereof, and upon the execution of this
Agreement or a counterpart of this Agreement, each of the Persons identified as a limited partner of the Partnership on Exhibit A
to this Agreement (other than the Company which has already been admitted as a limited partner of the Partnership) is hereby admitted
to the Partnership as a limited partner of the Partnership.


 


Section 2.7.         U.S.
Tax Classification


 


The Partnership will either be a disregarded entity
(if it is treated as having a single Partner) or a partnership (if it is treated as having two or more Partners) for U.S. federal income
tax purposes. The provisions of this Agreement (including applicable Exhibits) relevant to the treatment of the Partnership as a partnership
for U.S. federal income tax purposes will not apply if the Partnership is a disregarded entity (rather than a partnership) for U.S. federal
income tax purposes, and the General Partner shall have authority to interpret any provision of this Agreement (including applicable Exhibits)
in a manner consistent therewith.


 






    16


     


    

 


Section 2.8.         Not
Publicly Traded for Tax Purposes


 


The General Partner, on behalf of the Partnership,
shall use reasonable efforts not to take any action which would result in the Partnership being a publicly traded partnership within the
meaning of either Code Section 469(k)(2) or 7704(b). Subject to this Section 2.8, it is expressly acknowledged and
agreed by the Partners that the General Partner may, in its sole and absolute discretion, waive or otherwise modify the application with
respect to any Partner(s) or Assignee(s) of any provision herein restricting, prohibiting or otherwise relating to (i) the
transfer of a Limited Partner Interest or the Partnership Units evidencing the same, (ii) the admission of any Limited Partners and
(iii) the Redemption Rights of such Partners, and that such waivers or modifications may be made by the General Partner at any time
or from time to time, including concurrently with the issuance of any Partnership Units pursuant to the terms of this Agreement.


 


ARTICLE 3


 


PURPOSE


 


Section 3.1.         Purpose
and Business


 


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 formed pursuant to the
Act; provided, however, that such business shall be limited to and conducted in such a manner as to permit the Company at
all times to qualify as a REIT, unless the Company ceases to qualify as a REIT for reasons other than the conduct of the business of the
Partnership or voluntarily revokes its election to be a REIT; (ii) to enter into any partnership, joint venture or other similar
arrangement to engage in any of the foregoing or to own interests in any entity engaged in any of the foregoing; and (iii) to do
anything necessary, convenient or incidental to the foregoing. In connection with the foregoing, and without limiting the Company’s
right, in its sole discretion, to cease qualifying as a REIT, the Partners acknowledge that the Company’s current status as a REIT
inures to the benefit of all of the Partners and not solely to the General Partner, the Company or their Affiliates.


 


Section 3.2.         Powers


 


The Partnership is empowered to do any and all
acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes
and business described herein and for the protection and benefit of the Partnership, and shall have, without limitation, any and all of
the powers that may be exercised on behalf of the Partnership by the General Partner pursuant to this Agreement; provided, however,
that the Partnership may not, without the General Partner’s specific consent, which it may give or withhold in its sole and absolute
discretion, take, or refrain from taking, any action which, in the judgment of the General Partner, in its sole and absolute discretion,
(i) could adversely affect the ability of the Company to qualify and to continue to qualify as a REIT; (ii) could subject the
Company to any additional taxes under Code Section 857 or Code Section 4981 or any other related or successor provision of the
Code; or (iii) could violate any law or regulation of any governmental body or agency having jurisdiction over the Company, its securities
or the Partnership, unless such action (or inaction) under clause (i), clause (ii) or clause (iii) above shall have been specifically
consented to by the Company in writing.


 






    17


     


    

 


Section 3.3.         Representations
and Warranties by the Parties


 


(a)            Each
Partner that is an individual represents and warrants to each other Partner that (i) such Partner has the legal capacity to enter
into this Agreement and perform such Partner’s obligations hereunder, (ii) the consummation of the transactions contemplated
by this Agreement to be performed by such Partner will not result in a breach or violation of, or a default under, any agreement by which
such Partner or any of such Partner’s property is or are bound, or any statute, regulation, order or other law to which such Partner
is subject and (iii) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms.


 


(b)            Each
Partner that is not an individual represents and warrants to each other Partner that (i) its execution and delivery of this Agreement
and all transactions contemplated by this Agreement to be performed by it have been duly authorized by all necessary action, including
that of its general partner(s), committee(s), trustee(s), beneficiaries, director(s) and/or shareholder(s), as the case may be, as
required, (ii) the consummation of such transactions shall not result in a breach or violation of, or a default under, its certificate
of limited partnership, partnership agreement, trust agreement, limited liability company operating agreement, declaration of trust, charter
or bylaws, as the case may be, any agreement by which such Partner or any of such Partner’s properties or any of its partners, beneficiaries,
trustees or shareholders, as the case may be, is or are bound, or any statute, regulation, order or other law to which such Partner or
any of its partners, trustees, beneficiaries or shareholders, as the case may be, is or are subject and (iii) this Agreement is binding
upon, and enforceable against, such Partner in accordance with its terms.


 


(c)            Unless
determined by the General Partner in its sole and absolute discretion that this Section 3.3(c) does not apply to a specific
Partner, each Partner (i) represents that it is a United States person, as defined in Section 7701(a)(30) of the Code (a “United
States Person”) and is not subject to backup withholding, (ii) covenants that it will remain a United States Person so
long as it is a Limited Partner in the Partnership and (iii) covenants that it will only transfer its Partnership Units to a Person
that is a United States Person.


 


(d)            Each
Partner further represents, warrants, covenants and agrees that, upon request of the General Partner, it will promptly disclose to the
General Partner the amount of REIT Shares or other capital shares of the Company that it Beneficially Owns or Constructively Owns.


 


Each Partner understands that if, for any reason,
(a) the representations, warranties, covenants or agreements set forth above are violated, or (b) the Partnership’s Beneficial
Ownership or Constructive Ownership of REIT Shares or other capital shares of the Company violates the limitations set forth in the Articles
of Incorporation, then (x) some or all of the Redemption Rights of the Partners may become non-exercisable, and (y) some or
all of the REIT Shares owned by the Partners may be automatically transferred to a trust for the benefit of a charitable beneficiary,
as provided in the Articles of Incorporation.


 






    18


     


    

 


Without the consent of the General Partner, which
may be given or withheld in its sole discretion, no Partner shall take any action that would cause the Partnership at any time to have
more than 100 partners (including as partners those Persons indirectly owning an interest in the Partnership through a partnership, limited
liability company, S corporation or grantor trust (such entity, a “flow through entity”), but only if substantially
all of the value of such Person’s interest in the flow through entity is attributable to the flow through entity’s interest
(direct or indirect) in the Partnership).


 


(e)            The
representations and warranties contained in this Section 3.3 shall survive the execution and delivery of this Agreement by
each Partner and the dissolution and winding up of the Partnership.


 


(f)             Each
Partner hereby acknowledges that no representations as to potential profit, cash flows, funds from operations or yield, if any, in respect
of the Partnership or the Company have been made by any Partner or any employee or representative or Affiliate of any Partner, and that
projections and any other information, including financial and descriptive information and documentation, which may have been in any manner
submitted to such Partner shall not constitute any representation or warranty of any kind or nature, express or implied.


 


ARTICLE 4


 


CAPITAL CONTRIBUTIONS


 


Section 4.1.         Capital
Contributions of the Partners


 


At the time of their respective execution of this
Agreement, the Partners shall make or shall have made Capital Contributions as set forth in Exhibit A to this Agreement. The
Partners shall own Partnership Units of the class or series and in the amounts set forth in Exhibit A and shall have a Percentage
Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A
from time to time by the General Partner to the extent necessary to reflect accurately exchanges, redemptions, additional Capital Contributions,
the issuance of additional Partnership Units (pursuant to any merger or otherwise), or similar events having an effect on any Partner’s
Percentage Interest. Except as provided in Sections 4.2, 4.3 and 10.4, the Partners shall have no obligation to make
any additional Capital Contributions or loans to the Partnership.


 






    19


     


    

 


Section 4.2.         Issuances
of Additional Partnership Interests


 


(a)            The
General Partner is hereby authorized, without the need for any vote or approval of any Partner or any other Person who may hold Partnership
Units or Partnership Interests, to cause the Partnership from time to time to issue to any existing Partner (including the General Partner
and the Company) or to any other Person, and to admit such Person as a limited partner in the Partnership, Partnership Units (including
Common Units and preferred Partnership Units) or other Partnership Interests, in each case in exchange for the contribution by such Person
of property or other assets, in one or more classes, or one or more series of any of such classes, or otherwise with such designations,
preferences, redemption and conversion rights and relative, participating, optional or other special rights, powers and duties, including
rights, powers and duties senior to Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute
discretion subject to Delaware law, including (i) the allocations of items of Partnership income, gain, loss, deduction and credit
to each such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share,
on a junior, senior or pari passu basis, in Partnership distributions; and (iii) the rights of each such class or series of
Partnership Interests upon dissolution and liquidation of the Partnership; provided, that no such additional Partnership Units
or other Partnership Interests shall be issued to the Company unless (a) (1) the additional Partnership Interests are issued
in connection with an issuance of REIT Shares or other securities by the Company, which securities have designations, preferences and
other rights such that the economic interests attributable to such securities are substantially similar to the designations, preferences
and other rights of the additional Partnership Interests issued to the Company in accordance with this Section 4.2(a), and
(2) the Company shall make a Capital Contribution to the Partnership in an amount equal to the net proceeds, if any, raised in connection
with such issuance, (b) the additional Partnership Interests are issued to all Partners in proportion to their respective Percentage
Interests or (c) the additional Partnership Interests are issued in connection with a contribution of property to the Partnership
by the Company. In addition, the Company may acquire Partnership Units from other Partners pursuant to this Agreement.


 


(b)            In
accordance with, and subject to the terms of Section 4.3, the Company shall not issue any REIT Shares (other than REIT Shares
issued pursuant to Section 8.6) or other securities, or rights, options, warrants or convertible or exchangeable securities
containing the right to subscribe for or purchase REIT Shares or other securities of the Company (or any Debt issued by the Company that
provides any of the foregoing rights) (collectively, “New Securities”) other than to all holders of REIT Shares unless
(i) the General Partner shall cause the Partnership to issue to the Company Partnership Interests or rights, options, warrants or
convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic
interests are substantially similar to those of the REIT Shares or other securities or New Securities; and (ii) the Company contributes
to the Partnership the net proceeds, if any, from the issuance of such REIT Shares, other securities or New Securities and, if applicable,
from the exercise of rights contained in such New Securities. Without limiting the foregoing, subsequent to the Initial Public Offering,
the Company is expressly authorized to issue REIT Shares, other securities or New Securities for less than fair market value, and the
General Partner is expressly authorized to cause the Partnership to issue to the Company corresponding Partnership Interests, so long
as (x) the General Partner concludes in good faith that such issuance is in the interests of the Company and the Partnership (for
example, and not by way of limitation, the issuance of REIT Shares and corresponding Partnership Units in connection with an issuance
of REIT Shares under a Plan or pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount
from fair market value or employee 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, or in order to comply with the REIT share ownership requirements set forth
in Code Section 856(a)(5)); and (y) the Company contributes all net proceeds from such issuance and exercise to the Partnership.


 






    20


     


    

 


(c)            Subsequent
to the Initial Public Offering, the General Partner may from time to time issue LTIP Units to Persons who provide services to the Partnership,
for such consideration as the General Partner may determine to be appropriate, and admit such Persons as Limited Partners. Subject to
the following provisions of this Section 4.2(c) and the special provisions of Sections 6.1(c), 8.7 and
8.8, LTIP Units shall be treated as Partnership Units, with all of the rights, privileges and obligations attendant thereto. For
purposes of computing the Partners’ Percentage Interests, holders of LTIP Units shall be treated as holders of Partnership Units
and LTIP Units shall be treated as Partnership Units. In particular, except as otherwise specifically provided in this Agreement, the
Partnership shall maintain at all times a one-to-one correspondence between LTIP Units and Partnership Units for conversion, distribution
and other purposes, including complying with the following procedures:


 


 (i)         If
an Adjustment Event occurs, the General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion
and economic equivalence ratio between Partnership Units and LTIP Units. If the Partnership takes an action affecting the Partnership
Units other than actions specifically defined herein as “Adjustment Events” and in the opinion of the General Partner such
action would require an adjustment to the LTIP Units to maintain the one-to-one correspondence described above, the General Partner shall
have the right to make such adjustment to the LTIP Units, to the extent permitted by law and by a Plan, in such manner and at such time
as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the
LTIP Units as herein provided, the Partnership shall promptly file in the books and records of the Partnership an officer’s certificate
setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence
of the correctness of such adjustment absent manifest error. Promptly after filing of such certificate, (i) the Partnership shall
mail a notice to each LTIP Unitholder setting forth the adjustment to his or her LTIP Units and the effective date of such adjustment;
and


 


 (ii)        The
LTIP Unitholders shall, in respect of each Distribution Payment Date, when, as and if authorized and declared by the General Partner out
of assets legally available for that purpose, be entitled to receive distributions in an amount per LTIP Unit equal to the distributions
per Partnership Unit paid to holders of record on the same record date established by the General Partner with respect to such Distribution
Payment Date; provided, however, that no distributions shall be made in respect of any LTIP Unit that would cause the Economic
Capital Account Balance of the holder of such LTIP Unit to be a negative balance that is greater than the negative balance of the Economic
Capital Account Balance of each Partnership Unit generally. During any distribution period, so long as any LTIP Units are outstanding,
no distributions (whether in cash or in kind) shall be authorized, declared or paid on Partnership Units, unless equal distributions have
been or contemporaneously are authorized, declared and paid on the LTIP Units for such distribution period, except in the circumstances
described in the proviso to the preceding sentence. Except to the extent required by the aforementioned proviso, the LTIP Units shall
rank pari passu with the Partnership Units as to the payment of regular and special periodic or other distributions and distribution
of assets upon liquidation, dissolution or winding up. As to the payment of distributions and as to distribution of assets upon liquidation,
dissolution or winding up, any class or series of Partnership Units or Partnership Interests which by its terms specifies that it shall
rank junior to, on a parity with, or senior to the Partnership Units shall also rank junior to, or pari passu with, or senior to,
as the case may be, the entitlement of the LTIP Units to such distribution. Subject to the terms of any LTIP Unit Agreement, an LTIP Unitholder
shall be entitled to transfer his or her LTIP Units to the same extent, and subject to the same restrictions as holders of Partnership
Units are entitled to transfer their Partnership Units pursuant to Article 11.


 






    21


     


    

 


LTIP Units shall be subject to the following special
provisions:


 


(1)         LTIP
Unit Agreements. LTIP Units may, in the sole discretion of the Compensation Committee of the Company, be issued subject to vesting,
forfeiture and additional restrictions on transfer pursuant to the terms of an LTIP Unit Agreement. The terms of any LTIP Unit Agreement
may be modified by the Compensation Committee of the Company, from time to time in its sole discretion, subject to any restrictions on
amendment imposed by the relevant LTIP Unit Agreement or by a Plan, if applicable. LTIP Units that have become vested under the terms
of an LTIP Unit Agreement are referred to herein as “Vested LTIP Units”; all other LTIP Units shall be treated as “Unvested
LTIP Units.”


 


(2)         Forfeiture.
Unless otherwise specified in the applicable LTIP Unit Agreement, upon the occurrence of any event specified in an LTIP Unit Agreement
as resulting in either the right of the Partnership or the General Partner to repurchase LTIP Units at a specified purchase price or some
other forfeiture of any LTIP Units, if the Partnership or the General Partner exercises such right to repurchase or forfeiture in accordance
with the applicable LTIP Unit Agreement, then the relevant LTIP Units shall immediately, and without any further action, be treated as
cancelled and no longer outstanding for any purpose. Unless otherwise specified in the applicable LTIP Unit Agreement, no consideration
or other payment shall be due with respect to any LTIP Units that have been forfeited, other than any distributions declared with respect
to a Partnership Record Date prior to the effective date of the forfeiture. In connection with any repurchase or forfeiture of LTIP Units,
the balance of the portion of the Capital Account of the LTIP Unitholder that is attributable to all of his or her LTIP Units shall be
reduced by the amount, if any, by which it exceeds the target balance contemplated by Section 6.1(c), calculated with respect
to the LTIP Unitholder’s remaining LTIP Units, if any.


 


(3)         Allocations.
LTIP Unitholders shall receive certain special allocations of gain under Section 6.1(c).


 


(4)         Redemption.
The Redemption Right provided to Limited Partners under Section 8.6 shall not apply with respect to LTIP Units unless and
until they are converted to Partnership Units as provided in clause (6) below and Section 8.7.


 


(5)         Legend.
Any certificate evidencing an LTIP Unit shall bear an appropriate legend indicating that additional terms, conditions and restrictions
on transfer, including any LTIP Unit Agreement, apply to the LTIP Unit.


 


(6)         Conversion
to Partnership Units. Vested LTIP Units are eligible to be converted into Partnership Units under Section 8.7.


 


(7)         Voting.
LTIP Units shall have the voting rights provided in Section 8.8.


 






    22


     


    

 


Section 4.3.         Contribution
of Proceeds of Issuance of Securities by the Company


 


On the date of the completion of the Initial Public
Offering and the Concurrent Offering, the Company shall contribute to the Partnership the proceeds of the Initial Public Offering and
the Concurrent Offering in exchange for Partnership Units; and in connection with any other REIT Share Offering and any other issuance
of REIT Shares, other securities or New Securities pursuant to Section 4.2, the Company shall contribute to the Partnership
any proceeds (or a portion thereof) raised in connection with such issuance in exchange for Partnership Interests or rights, options,
warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that
the economic interests are substantially similar to those of the REIT Shares or other securities or New Securities contributed to the
Partnership; provided, that, in each case, if the proceeds actually received by the Company are less than the gross proceeds of
such issuance as a result of any underwriter’s discount or other expenses paid or incurred in connection with such issuance, then
the Company shall be deemed to have made a Capital Contribution to the Partnership in the amount equal to the sum of the net proceeds
of such issuance plus the amount of such underwriter’s discount and other expenses paid by the Company (which discount and expense
shall be treated as an expense for the benefit of the Partnership in accordance with Section 7.4). In the case of employee
purchases of New Securities at a discount from fair market value, the amount of such discount representing compensation to the employee,
as determined by the General Partner, shall be treated as an expense of the issuance of such New Securities.


 


Section 4.4.         Additional
Funds


 


(a)            Subsequent
to the Initial Public Offering, the General Partner may, at any time and from time to time, determine that the Partnership requires additional
funds (“Additional Funds”) for the acquisition of additional assets, for the redemption of Partnership Units or for
such other purposes as the General Partner may determine in its sole and absolute discretion. Additional Funds may be obtained by the
Partnership, at the election of the General Partner, in any manner provided in, and in accordance with, the terms of this Section 4.4
without the approval of any Limited Partners.


 


(b)            The
General Partner, on behalf of the Partnership, may obtain any Additional Funds by accepting Capital Contributions from any Partners or
other Persons. In connection with any such Capital Contribution, the General Partner is hereby authorized to cause the Partnership from
time to time to issue additional Partnership Units (as set forth in Section 4.2 above) in consideration therefor, and the
Percentage Interests of the Partners shall be adjusted to reflect the issuance of such additional Partnership Units.


 


(c)            The
General Partner, on behalf of the Partnership, may obtain any Additional Funds by causing the Partnership to incur Debt to any Person
upon such terms as the General Partner determines appropriate, including making such Debt convertible, redeemable or exchangeable for
Partnership Units; provided, however, that the Partnership shall not incur any such Debt if (i) a breach, violation
or default of such indebtedness would be deemed to occur by virtue of the transfer of any Partnership Interest, or (ii) such Debt
is recourse to any Partner (unless the Partner otherwise agrees).


 






    23


     


    

 


(d)            The
General Partner, on behalf of the Partnership, may obtain any Additional Funds by causing the Partnership to incur Debt with the Company
if (i) such Debt is, to the extent permitted by law, on substantially the same terms and conditions (including interest rate, repayment
schedule, and conversion, redemption, repurchase and exchange rights) as Funding Debt incurred by the General Partner, the net proceeds
of which are loaned to the Partnership to provide such Additional Funds, or (ii) such Debt is on terms and conditions no less favorable
to the Partnership than would be available to the Partnership from any third party; provided, however, that the Partnership
shall not incur any such Debt if such Debt is recourse to any Partner (unless the Partner otherwise agrees).


 


Section 4.5.         Preemptive
Rights


 


No Person shall have any preemptive, preferential
or other similar right with respect to (i) additional Capital Contributions or loans to the Partnership; or (ii) the issuance
or sale of any Partnership Units or other Partnership Interests.


 


ARTICLE 5


 


DISTRIBUTIONS


 


Section 5.1.         Priority
and Timing of Distributions of Available Cash


 


The General Partner shall cause the Partnership
to distribute at least quarterly all or such portion as the General Partner may in its sole discretion determine of Available Cash generated
by the Partnership during such quarter or shorter period to the Partners that are Partners on the Partnership Record Date with respect
to such quarter or shorter period in the following priority:


 


(a)            First,
to the Partners in accordance with their Percentage Interests in arrears with respect to the immediately preceding calendar quarter in
an amount equal to (1) the sum of (x) the General Partner’s reasonable estimate of the Net Income allocable to the Partners
in accordance with their Percentage Interests under Section 6.1(a) with respect to such immediately preceding calendar
quarter and (y) the General Partner’s determination of the Net Income so allocated in prior calendar quarters in the same calendar
year, reduced by (2) the sum of (x) all distributions previously made under this Section 5.1(a) or under Section 5.1(b) with
respect to all calendar quarters during the same calendar year and (y) any Net Loss allocable to the Partners in accordance with
their Percentage Interests in such calendar quarter or any preceding calendar quarter of the same calendar year under Section 6.1(b).


 


(b)            Second,
to the Partners in accordance with their Percentage Interests; provided, that in no event may a Partner receive a distribution
of Available Cash with respect to a Partnership Unit if such Partner is entitled to receive a distribution out of such Available Cash
with respect to a REIT Share for which such Partnership Unit has been exchanged, and any such distribution shall be made to the Company;
and provided, further, that no LTIP Unitholder shall receive any distribution of Available Cash if and to the extent the
balance of such LTIP Unitholder’s Adjusted Capital Account would be equal to or less than zero after such distribution is made unless
the balances of the Adjusted Capital Accounts of all Partners in the Partnership would also be equal to or less than zero after such distribution
is made.


 






    24


     


    

 


Section 5.2.          Tax
Amounts


 


The amount of (i) any taxes withheld from
distributions by, or required to be paid by the Partnership itself with respect to, the income or receipts of the Partnership itself,
(ii) any Tax Advances made pursuant to Section 10.4 or (iii) in the absence of a valid election pursuant to Section 6226
of the Code or any comparable provision of state, local or non-U.S. law, any payment by the Partnership of an imputed underpayment of
taxes required to be made under Sections 6225 and 6232 of the Code (or any comparable provision of U.S. federal, state, local or non-U.S.
law), together in each case with any interest, additions to tax, penalties and fees and other costs and expenses (such as fees for legal
or accounting services) directly associated therewith, that is determined by the General Partner in good faith and in its sole discretion
to be allocable to a Partner shall be deemed to have been distributed to, and paid by, such Partner for all purposes of this Agreement.


 


Section 5.3.         Distributions
Upon Liquidation


 


Proceeds from a Terminating Capital Transaction
and any other cash received or reductions in reserves made after commencement of the liquidation of the Partnership shall be distributed
to the Partners in accordance with Section 13.2.


 


Section 5.4.         Restrictions
on Distributions


 


Notwithstanding any provision to the contrary contained
in this Agreement, the Partnership, and the General Partner on behalf of the Partnership, shall not make a distribution to any Partner
on account of its interest in the Partnership if such distribution would violate Section 17-607 of the Act or other applicable law.


 


Section 5.5.         Compliance
with REIT Requirements


 


The General Partner shall make such reasonable
efforts, as determined by it in its sole and absolute discretion and consistent with the Company’s qualification as a REIT, to cause
the Partnership to distribute sufficient amounts pursuant to Section 5.1 to enable the Company, for so long as the Company
has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT
under the Code and Regulations (the “REIT Requirements”) and (b) except to the extent otherwise determined by
the Company, eliminate any federal income or excise tax liability of the Company.


 


ARTICLE 6


 


ALLOCATIONS


 


Section 6.1.         Allocations
For Capital Account Purposes


 


For purposes of maintaining the Capital Accounts
and in determining the rights of the Partners among themselves, the Partnership’s items of income, gain, loss and deduction (computed
in accordance with Exhibit B) shall be allocated among the Partners in each taxable year (or portion thereof) as provided
herein below.


 






    25


     


    

 


(a)            After
giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto, Net Income shall be allocated
to the Partners in accordance with their respective Percentage Interests.


 


(b)            After
giving effect to the special allocations set forth in Section 1 of Exhibit C attached hereto, Net Losses shall be allocated
to the Partners in accordance with their respective Percentage Interests. In no event shall Net Losses be allocated to a Limited Partner
to the extent such allocation would result in such partner having an Adjusted Capital Account Deficit (per Partnership Unit) at the end
of any taxable year in excess of the Adjusted Capital Account Deficit (per Partnership Unit) of any other Limited Partner. All such Net
Losses shall be allocated to the other Partners; provided, however, that appropriate adjustments shall be made to the allocation
of future Net Income in order to offset such specially allocated Net Losses hereunder.


 


(c)            Notwithstanding
the provisions of Section 6.1(a) above, any net capital gains realized in connection with the actual or hypothetical
sale of all or substantially all of the assets of the Partnership, including net capital gain realized in connection with an adjustment
to the Carrying Value of Partnership assets under Code Section 704(b), shall first be allocated to the LTIP Unitholders until the
aggregate Economic Capital Account Balances of such LTIP Unitholders, to the extent attributable to their ownership of LTIP Units, are
equal to the product of (i) the Partnership Unit Economic Balance, multiplied by (ii) the number of such LTIP Unitholders’
LTIP Units.


 


Section 6.2.         Economic
Capital Account Balances of LTIP Unitholders


 


For this purpose, the “Economic Capital
Account Balances” of the LTIP Unitholders will be equal to their Capital Account balances, plus the amount of their shares of
any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to their ownership of LTIP Units. Similarly,
the “Partnership Unit Economic Balance” shall mean (i) the Capital Account balance of the Company, plus the amount
of the Company’s share of any Partner Minimum Gain or Partnership Minimum Gain, in either case to the extent attributable to the
Company’s ownership of Partnership Units and computed on a hypothetical basis after taking into account all allocations through
the date on which any allocation is made under this Section 6.2, divided by (ii) the number of the Company’s Partnership
Units. Any such allocations shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under
this Section 6.2. The parties agree that the intent of this Section 6.2 is to make the Capital Account balances
of the LTIP Unitholders with respect to each of their LTIP Units economically equivalent to the Capital Account balance of the Company
with respect to each of its Partnership Units if the Carrying Value of the Partnership’s property has been adjusted in accordance
with Exhibit B in a corresponding amount.


 






    26


     


    

 


ARTICLE 7


 


MANAGEMENT AND OPERATIONS OF BUSINESS


 


Section 7.1.         Management


 


(a)            Except
as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership are and shall
be exclusively vested in the General Partner, and no Limited Partner shall have any right to participate in or exercise control or management
power over the business and affairs of the Partnership. The General Partner may not be removed by the Limited Partners with or without
cause, except with the consent of the General Partner, which it may give or withhold at its sole and absolute discretion. In addition
to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or which are granted to the
General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full
power and authority to do all things deemed necessary or desirable by it to conduct the business of the Partnership, to exercise all powers
set forth in Section 3.2 and to effectuate the purposes set forth in Section 3.1, including:


 


 (i)         the
making of any expenditures, the lending or borrowing of money (including making prepayments on loans and borrowing money to permit the
Partnership to make distributions to its Partners in such amounts as will permit the Company (so long as the Company desires to maintain
its qualification as a REIT) to avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Code
Section 4981) and to make distributions to its shareholders in amounts sufficient to permit the Company to maintain its REIT status),
the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidence of indebtedness
(including the securing of the same by deed, mortgage, deed of trust or other lien or encumbrance on the Partnership’s assets) and
the incurring of any obligations it deems necessary for the conduct of the activities of the Partnership;


 


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


 


 (iii)       the
acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any assets of the Partnership (including the exercise
or grant of any conversion, option, privilege, or subscription right or other right available in connection with any assets at any time
held by the Partnership) or the merger or other combination of the Partnership with or into another entity (all of the foregoing subject
to any prior approval only to the extent required by Section 7.3);


 


 (iv)       the
mortgage, pledge, encumbrance or hypothecation of any assets of the Partnership, the use of the assets of the Partnership (including cash
on hand) for any purpose consistent with the terms of this Agreement and on any terms that it sees fit, including the financing of the
conduct of the operations of the Partnership, the Company or any of the Partnership’s or the Company’s Subsidiaries, the lending
of funds to other Persons (including the Subsidiaries of the Partnership and/or the Company) and the repayment of obligations of the Partnership
and its Subsidiaries and any other Person in which it has an equity investment, and the making of capital contributions to its Subsidiaries;


 






    27


     


    

 


 (v)        the
management, operation, leasing, landscaping, repair, alteration, demolition, disposition or improvement of any real property or improvements
owned by the Partnership or any Subsidiary of the Partnership;


 


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


 


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


 


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


 


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


 


 (x)        the
establishment of one or more divisions of the Partnership, the selection and dismissal of employees of the Partnership (including employees
who may be designated as officers with titles such as “president,” “vice president,” “secretary” and
 “treasurer” of the Partnership), and agents, outside attorneys, accountants, consultants and contractors of the Partnership,
and the determination of their compensation and other terms of employment or hiring;


 


 (xi)       the
maintenance of such insurance for the benefit of the Partnership and the Partners as it deems necessary or appropriate;


 


 (xii)      the
formation of, or acquisition of an interest in, and the contribution of property to, any further limited or general partnerships, limited
liability companies, corporations, entities that are treated as REITs, “taxable REIT subsidiaries” or as foreign corporations
for federal income tax purposes, joint ventures or other relationships that it deems desirable (including the acquisition of interests
in, and the contributions of property or the making of loans to, its or the Company’s Subsidiaries and any other Person in which
it has an equity investment from time to time or the incurrence of indebtedness on behalf of such Persons or the guarantee of obligations
of such Persons and the making of any tax, regulatory or other filing or election with respect to any of the foregoing Persons); provided,
that as long as the Company has determined to continue to qualify as a REIT, the Partnership may not engage in any such formation, acquisition
or contribution that would cause the Company to fail to qualify as a REIT;


 






    28


     


    

 


 (xiii)     the
control of any matters affecting the rights and obligations of the Partnership, including the settlement, compromise, submission to arbitration
or any other form of dispute resolution, or abandonment of, any claim, cause of action, liability, debt or damages, due or owing to or
from the Partnership, the commencement or defense of suits, legal proceedings, administrative proceedings, arbitrations or other forms
of dispute resolution, and the representation of the Partnership in all suits or legal proceedings, administrative proceedings, arbitrations
or other forms of dispute resolution, the incurrence of legal expense, and the indemnification of any Person against liabilities and contingencies
to the extent permitted by law;


 


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


 


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


 


 (xvi)     the
enforcement of any rights against any Partner pursuant to representations, warranties, covenants and indemnities relating to such Partner’s
contribution of property or assets to the Partnership;


 


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


 


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


 


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


 


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


 


 (xxi)      the
issuance of additional Partnership Units and other partnership interests, as appropriate, in connection with Capital Contributions by
Additional Limited Partners and additional Capital Contributions by Partners pursuant to Article 4; and


 


 (xxii)     the
taking of any action necessary (or appropriate by the General Partner, in its discretion) to enable the Company to qualify as a REIT.


 


(b)            Each
of the Limited Partners agrees that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and
transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision
of this Agreement (except as provided in Section 7.3), the Act or any applicable law, rule or regulation, to the fullest
extent permitted under the Act or other applicable law, rule or regulation. The execution, delivery or performance by the General
Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General
Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement
or of any duty stated or implied by law or equity.


 






    29


     


    

 


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


 


(d)            In
exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to (except as otherwise provided
by this Agreement with respect to the qualification of the Company as a REIT), take into account the tax consequences to any Partner of
any action taken by it. The General Partner and the Partnership shall not be liable to a Limited Partner under any circumstances as a
result of an income tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner taken
pursuant to its authority under this Agreement and in accordance with the terms of Section 7.3.


 


Section 7.2.         Certificate
of Limited Partnership


 


The General Partner has filed the Certificate with
the Secretary of State of the State of Delaware as required by the Act. The General Partner shall use all reasonable efforts to cause
to be filed such other certificates or documents as may be reasonable and necessary or appropriate for the formation, continuation, qualification
and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware
and any other state, or the District of Columbia, in which the Partnership may elect to do business or own property. To the extent that
such action is determined by the General Partner to be reasonable and necessary or appropriate or convenient, the General Partner shall
file amendments to and restatements of the Certificate and do all of the things to maintain the Partnership as a limited partnership (or
a partnership in which the limited partners have limited liability) under the laws of the State of Delaware and each other state, or the
District of Columbia, in which the Partnership may elect to do business or own property. Subject to the terms of Section 8.5(a)(iii),
the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate or any amendment thereto
or restatement thereof to any Limited Partner.


 


Section 7.3.         Restrictions
on General Partner Authority


 


The General Partner may not take any action in
contravention of an express prohibition or limitation of this Agreement without the written Consent of Limited Partners holding a majority
of the Percentage Interests of the Limited Partners, or such other percentage of the Limited Partners as may be specifically provided
for under a provision of this Agreement.


 


Section 7.4.         Reimbursement
of the General Partner and the Company


 


(a)            Except
as provided in this Section 7.4 and elsewhere in this Agreement (including the provisions of Articles 5 and 6
regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its
services as general partner of the Partnership.


 






    30


     


    

 


(b)            The
General Partner and its Affiliates shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in
its sole and absolute discretion, for all expenditures that each incurs relating to the ownership and operation of, or for the benefit
of, the Partnership.


 


(c)            As
set forth in Section 4.3, the Company shall be treated as having made a Capital Contribution in the amount of all expenses
that it incurs and pays relating to the Initial Public Offering, the Concurrent Offering, any other REIT Share Offering and any other
issuance of REIT Shares, other securities or New Securities pursuant to Section 4.2, the proceeds from the issuance of which
are contributed to the Partnership.


 


(d)            In
the event that the Company shall elect to purchase from its shareholders REIT Shares for the purpose of delivering such REIT Shares to
satisfy an obligation under any distribution reinvestment program adopted by the Company, any employee share purchase plan adopted by
the Company, or any similar obligation or arrangement undertaken by the Company in the future, the purchase price paid by the Company
for such REIT Shares and any other expenses incurred by the Company in connection with such purchase shall be considered expenses of the
Partnership and shall be reimbursed to the Company, subject to the condition that: (i) if such REIT Shares subsequently are sold
by the Company, the Company shall pay to the Partnership any proceeds received by the Company for such REIT Shares (which sales proceeds
shall include the amount of distributions reinvested under any distribution reinvestment or similar program; provided, that a transfer
of REIT Shares for Partnership Units pursuant to Section 8.6 would not be considered a sale for such purposes); and (ii) if
such REIT Shares are not retransferred by the Company within 30 days after the purchase thereof, the General Partner shall cause the Partnership
to cancel a number of Partnership Units held by the Company equal to the product obtained by multiplying the Conversion Factor by the
number of such REIT Shares (in which case such reimbursement shall be treated as a distribution in redemption of Partnership Units held
by the Company).


 


Section 7.5.         Outside
Activities of the General Partner


 


The General Partner shall not directly or indirectly
enter into or conduct any business other than in connection with the ownership, acquisition and disposition of Partnership Interests and
the management of the business of the Partnership, and such activities as are incidental thereto. The General Partner and any Affiliates
of the General Partner may acquire Limited Partner Interests and shall be entitled to exercise all rights of a Limited Partner relating
to such Limited Partner Interests.


 


Section 7.6.         Contracts
with Affiliates


 


(a)            The
Partnership may lend or contribute funds or other assets to its or the Company’s Subsidiaries or other Persons in which it or the
Company 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.


 






    31


     


    

 


(b)            Except
as provided in Section 7.5, the Partnership may transfer assets to joint ventures, other partnerships, limited liability companies,
real estate investment trusts, corporations or other business entities in which it is or thereby becomes a participant upon such terms
and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion,
believes are advisable.


 


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


 


(d)            The
General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, on behalf
of the Partnership, employee benefit plans, share option plans, and similar plans funded by the Partnership for the benefit of employees
of the General Partner, the Company, the Partnership, Subsidiaries of the Partnership or any Affiliate of any of them in respect of services
performed, directly or indirectly, for the benefit of the Partnership, the Company, the General Partner or any Subsidiaries of the Partnership.


 


(e)            The
General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, and without the approval of the Limited
Partners, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Partnership,
the Company and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.


 


Section 7.7.         Indemnification


 


(a)            To
the fullest extent permitted by Delaware law, the Partnership shall indemnify each Indemnitee from and against any and all losses, claims,
damages, liabilities, joint or several, expenses (including attorneys’ fees and other legal fees and expenses), judgments, fines,
settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative
or investigative, that relate to the operations of the Partnership or the Company (“Actions”) as set forth in this
Agreement, in which such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, except:


 


 (i)         if
the act or omission of the Indemnitee was material to the matter giving rise to the Action and either was committed in bad faith or was
the result of active and deliberate dishonesty;


 


 (ii)        for
any loss resulting from any transaction for which such Indemnitee actually received an improper personal benefit in money, property or
services or otherwise in violation or breach of any provision of this Agreement; or


 


 (iii)       in
the case of any criminal proceeding, if the Indemnitee had reason to believe the act or omission was unlawful.


 






    32


     


    

 


Without limitation, the foregoing indemnity shall extend to any liability
of any Indemnitee, pursuant to a loan guaranty or otherwise for any indebtedness of the Partnership or any Subsidiary of the Partnership
(including any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken subject to), and the General
Partner is hereby authorized and empowered, on behalf of the Partnership, to enter into one or more indemnity agreements consistent with
the provisions of this Section 7.7 in favor of any Indemnitee having or potentially having liability for any such indebtedness.
Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Partnership, and neither the
General Partner nor any Limited Partner shall have any obligation to contribute to the capital of the Partnership, or otherwise provide
funds, to enable the Partnership to fund its obligations under this Section 7.7.


 


(b)            Reasonable
expenses incurred by an Indemnitee who is a party to a proceeding shall be paid or reimbursed by the Partnership in advance of the final
disposition of the proceeding, upon receipt by the Partnership of an undertaking by or on behalf of the Indemnitee to repay such amount
if it shall be determined that the Indemnitee is not entitled to be indemnified as authorized in Section 7.7(a).


 


(c)            The
indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee or any other
Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue
as to an Indemnitee who has ceased to serve in such capacity unless otherwise provided in a written agreement pursuant to which such Indemnitees
are indemnified.


 


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


 


(e)            For
purposes of this Section 7.7, 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 7.7; and actions taken or omitted
by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to
be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best
interests of the Partnership.


 


(f)            In
no event may an Indemnitee subject any of the 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 7.7 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.


 






    33


     


    

 


(h)            The
provisions of this Section 7.7 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. Any amendment, modification or repeal of this Section 7.7
or any provision hereof shall be prospective only and shall not in any way affect the Partnership’s liability to any Indemnitee
under this Section 7.7, as in effect immediately prior to such amendment, modification, or repeal with respect to claims arising
from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims
may arise or be asserted.


 


Section 7.8.         Liability
of the General Partner


 


(a)            Notwithstanding
anything to the contrary set forth in this Agreement, none of the General Partner, its Affiliates, or any of their respective officers,
trustees, directors, shareholders, partners, members, employees, representatives or agents or any officer, employee, representative or
agent of the Partnership and its Affiliates or the Partnership Representative (individually, a “Covered Person” and
collectively, the “Covered Persons”) shall be liable for monetary damages to the Partnership, any Partners or any Assignees
for losses sustained or liabilities incurred as a result of errors in judgment or of any act or omission if the Covered Person’s
conduct did not constitute intentional harm or gross negligence.


 


(b)            To
the fullest extent permitted by law:


 


 (i)         the
General Partner is acting for the benefit of not only the Partnership and the Limited Partners, but also the Company’s stockholders
collectively;


 


 (ii)        in
the event of a conflict between the interests of the Partnership or any Limited Partner, on the one hand, and the separate interests of
the Company or its stockholders, on the other hand, the General Partner is under no obligation not to give priority to the separate interests
of the Company or the stockholders of the Company and may give priority to the separate interests of the Company and its stockholders
in a manner that is adverse to the Partnership and its Limited Partners, and any action or failure to act on the part of the Company or
its directors that gives priority to the separate interests of the Company or its stockholders does not violate the duty of loyalty otherwise
owed by the General Partner to the Partnership and/or the Limited Partners or any other Person bound by this Agreement; and


 


 (iii)       the
General Partner shall not be liable to the Partnership or to any Limited Partner or any other Person bound by this Agreement for monetary
damages for losses sustained, liabilities incurred or benefits not derived by the Partnership or any Limited Partner in connection with
such decisions, except for liability for the General Partner’s intentional harm or gross negligence.


 






    34


     


    

 


In furtherance and not in limitation of the foregoing,
to the fullest extent permitted by law and notwithstanding any other provision of this Agreement or any other agreement contemplated herein
or applicable provisions of law or equity or otherwise, whenever a conflict arises between the interests of stockholders of the Company,
on one hand, and any other Limited Partner, on the other hand, the General Partner will endeavor in good faith to resolve the conflict
in a manner not adverse to either the stockholders of the Company or any other Limited Partner; provided, however, that
for so long as the Company owns a controlling economic interest in the Partnership, any conflict that cannot be resolved in a manner not
adverse to either the stockholders of the Company or any other Limited Partner shall be resolved in favor of the stockholders of the Company,
and any action taken by the General Partner in connection with any such conflict of interests shall not constitute a breach of this Agreement
or any duty in law, at equity or otherwise.


 


(c)            Subject
to its obligations and duties as General Partner set forth in Section 7.1(a), the General Partner may exercise any of the
powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its employees
and agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such employee or agent appointed
by the General Partner in good faith.


 


(d)            Any
amendment, modification or repeal of this Section 7.8 shall be prospective only and shall not in any way affect the limitations
on the Covered Person’s liability to the Partnership and the Limited Partners under this Section 7.8 as in effect immediately
prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part,
prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.


 


(e)            To
the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the
Partnership or to the Partners, any Covered Person acting under this Agreement or otherwise shall not be liable to the Partnership or
to any Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they
restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Partners to replace
such other duties and liabilities of such Covered Person.


 


Section 7.9.         Other
Matters Concerning the General Partner


 


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


 


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


 


(c)            The
General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized
officers and duly appointed attorneys-in-fact. Each such attorney shall, to the extent provided by the General Partner in the power of
attorney, have full power and authority to do and perform each and every act and duty which is permitted or required to be done by the
General Partner hereunder.


 






    35


     


    





 


(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 Company to continue to qualify as a REIT; (ii) for the
Company otherwise to satisfy the REIT Requirements; or (iii) to avoid the Company incurring any taxes under Code Section 337(d),
857, 1374 or 4981, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners.


 


Section 7.10.            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 in
its sole and absolute discretion, 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 reasonable 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.


 


Section 7.11.            Reliance
by Third Parties


 


Notwithstanding anything to the contrary in this
Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and authority,
without consent or approval of any other Partner or Person, to encumber, sell or otherwise use in any manner any and all assets of the
Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership and
such Person shall be entitled to deal with the General Partner as if the General Partner were the Partnership’s sole party in interest,
both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies which may be available against
such Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing. In no event shall any
Person dealing with the General Partner or its representatives be obligated to ascertain that the terms of this Agreement have been complied
with or to inquire into the necessity or expedience of any act or action of the General Partner or its representatives. Each and every
certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be
conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (i) at the time of the execution
and delivery of such certificate, document or instrument, this Agreement was in full force and effect; (ii) the Person executing
and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership;
and (iii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of
this Agreement and is binding upon the Partnership.


 






    	 	36	 



     


    

 


ARTICLE 8


 


RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS


 


Section 8.1.            Limitation
of Liability


 


The Limited Partners shall have no liability under
this Agreement except as expressly provided in this Agreement, including Section 10.4, or under the Act.


 


Section 8.2.            Management
of Business


 


No Limited Partner or Assignee (other than the
General Partner, any of its Affiliates or any officer, trustee, director, member, employee or agent of the General Partner, the Partnership
or any of their Affiliates, in their capacity as such) shall take part in the operation, management or control (within the meaning of
the Act) of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents
for or otherwise bind the Partnership. The transaction of any such business by the General Partner, any of its Affiliates or any officer,
trustee, director, member, employee or agent of the General Partner, the Partnership or any of their Affiliates, in their capacity as
such, shall not affect, impair or eliminate the limitations on the liability of the Limited Partners or Assignees under this Agreement.


 


Section 8.3.            Outside
Activities of Limited Partners


 


Subject to any agreements entered into pursuant
to Section 7.6(e) and any other agreements entered into by a Limited Partner or its Affiliates with the Partnership or
any of its Subsidiaries, any Limited Partner (other than the Company) and any officer, trustee, director, member, employee, agent, trustee,
Affiliate or shareholder of any Limited Partner (other than the Company) shall be entitled to and may have business interests and engage
in business activities in addition to those relating to the Partnership, including business interests and activities that are in direct
competition with the Partnership or that are enhanced by the activities of the Partnership; provided, however, the Company
may make short-term, cash-equivalent temporary investments of cash held by the Company pending distribution. Neither the Partnership nor
any Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. None of the
Limited Partners (other than the Company) nor any other Person shall have any rights by virtue of this Agreement or the Partnership relationship
established hereby in any business ventures of any other Person and such Person shall have no obligation pursuant to this Agreement to
offer any interest in any such business ventures to the Partnership, any Limited Partner or any such other Person, even if such opportunity
is of a character which, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person.


 






    	 	37	 



     


    

 


Section 8.4.            Return
of Capital


 


Except pursuant to the right of redemption set
forth in Section 8.6, no Limited Partner shall be entitled to the withdrawal or return of its Capital Contribution, except
to the extent of distributions made pursuant to this Agreement or upon termination of the Partnership as provided herein. Except to the
extent provided by Exhibit C or as otherwise expressly provided in this Agreement, no Limited Partner or Assignee shall have
priority over any other Limited Partner or Assignee, either as to the return of Capital Contributions or as to profits, losses or distributions.


 


Section 8.5.            Rights
of Limited Partners Relating to the Partnership


 


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


 


(i)            to
obtain a copy of the most recent annual and quarterly reports prepared by the Company and distributed to its shareholders, including,
annual and quarterly reports filed with the Securities and Exchange Commission by the Company pursuant to the Exchange Act;


 


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


 


(iii)          to
obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of attorney
pursuant to which this Agreement, the Certificate and all amendments thereto have been executed; and


 


(iv)          to
obtain true and full information regarding the amount of cash and a description and statement of any other property or services contributed
by each Partner and which each Partner has agreed to contribute in the future, and the date on which each became a Partner.


 


(b)           The
Partnership shall notify each Limited Partner, upon written request, of the then current Conversion Factor.


 


(c)           Notwithstanding
any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period
of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that (i) the General
Partner reasonably believes to be in the nature of trade secrets or other information, the disclosure of which the General Partner in
good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or (ii) the
Partnership is required by law or by agreements with an unaffiliated third party to keep confidential.


 






    	 	38	 



     


    

 


Section 8.6.            Redemption
Right


 


(a)            Subject
to Sections 8.6(b) and 8.6(c), on or after the date that is six (6) months following the issuance of a Partnership
Unit to a Limited Partner (but in any case, following the date of the completion of the Initial Public Offering), such Limited Partner
(other than the Company) shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified
Redemption Date such Partnership Unit (provided that such Partnership Unit constitutes a Common Unit) at a redemption price per Partnership
Unit equal to and in the form of the Cash Amount to be paid by the Partnership. The Redemption Right shall be exercised pursuant to a
Notice of Redemption delivered to the Partnership (with a copy to the Company) by the Limited Partner who is exercising the redemption
right (the “Redeeming Partner”); provided, however, that the Partnership shall not be obligated to satisfy
such Redemption Right if the Company elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.6(b).
A Limited Partner may not exercise the Redemption Right for less than one thousand (1,000) Partnership Units at any one time or, if such
Limited Partner holds less than one thousand (1,000) Partnership Units, all of the Partnership Units held by such Partner. The Redeeming
Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid on or after the Specified
Redemption Date. The Assignee of any Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6,
and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights
by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a Limited Partner, the Cash Amount shall
be paid by the Partnership directly to such Assignee and not to such Limited Partner. Any Partnership Units redeemed by the Partnership
pursuant to this Section 8.6(a) shall be cancelled upon such redemption.


 


(b)            Notwithstanding
the provisions of Section 8.6(a), a Limited Partner that exercises the Redemption Right shall be deemed to have offered to
sell the Partnership Units described in the Notice of Redemption to the Company, and the Company may, in its sole and absolute discretion,
elect to purchase directly and acquire such Partnership Units by paying to the Redeeming Partner either the Cash Amount or the REIT Shares
Amount, as elected by the Company (in its sole and absolute discretion), on the Specified Redemption Date, whereupon the Company shall
acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement
as the owner of such Partnership Units. If the Company shall elect to exercise its right to purchase Partnership Units under this Section 8.6(b) with
respect to a Notice of Redemption, it shall so notify the Redeeming Partner within five (5) Business Days after the receipt by it
of such Notice of Redemption. Unless the Company (in its sole and absolute discretion) shall exercise its right to purchase Partnership
Units from the Redeeming Partner pursuant to this Section 8.6(b), the Company shall not have any obligation to the Redeeming
Partner or the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. In the event the Company shall
exercise its right to purchase Partnership Units with respect to the exercise of a Redemption Right in the manner described in the first
sentence of this Section 8.6(b), the Partnership shall have no obligation to pay any amount to the Redeeming Partner with
respect to such Redeeming Partner’s exercise of such Redemption Right, and each of the Redeeming Partner, the Partnership and the
Company shall treat the transaction between the Company and the Redeeming Partner, for federal income tax purposes, as a sale of the Redeeming
Partner’s Partnership Units to the Company. Each Redeeming Partner agrees to execute such documents as the Company may reasonably
require in connection with the issuance of REIT Shares upon exercise of the Redemption Right. Each Redeeming Partner agrees to use commercially
reasonable efforts to provide to the General Partner, the Partnership, the Company and the Board of Directors such information as the
General Partner, the Partnership, the Company or the Board of Directors may reasonably request to determine the effect of such Redeeming
Partner’s potential ownership of REIT Shares on the Company’s status as a REIT. In case of any reclassification of the REIT
Shares (including any reclassification upon a consolidation or merger in which the Company is the continuing corporation) into securities
other than REIT Shares, for purposes of this Section 8.6(b), the Company (or its successor) may thereafter exercise its right
to purchase Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of
the number of REIT Shares for which such Partnership Units could be purchased pursuant to this Section immediately prior to such
reclassification.


 








    	 	39	 



     


    

 


(c)            Notwithstanding
the provisions of Section 8.6(a) and Section 8.6(b), a Partner shall not be entitled to exercise the Redemption
Right pursuant to Section 8.6(a) to the extent that the delivery of REIT Shares to such Partner on the Specified Redemption
Date by the Company pursuant to Section 8.6(b) (regardless of whether or not the Company would in fact exercise its rights
under Section 8.6(b)) would (i) be prohibited, as determined in the sole discretion of the Company, under the Articles
of Incorporation, (ii) cause the acquisition of REIT Shares by such Partner to be “integrated” with any other distribution
of REIT Shares for purposes of complying with the Securities Act or (iii) result in a breach of Article VII of the Articles
of Incorporation.


 


Section 8.7.            Conversion
of LTIP Units


 


(a)            An
LTIP Unitholder shall have the right (the “Conversion Right”), at his or her option, at any time to convert all or
a portion of his or her Vested LTIP Units into Partnership Units; provided, however, that a holder may not exercise the
Conversion Right for less than 100 Vested LTIP Units or, if such holder holds less than 100 Vested LTIP Units, all of the Vested LTIP
Units held by such holder. Notwithstanding the foregoing, in no event may a holder of Vested LTIP Units convert a number of Vested LTIP
Units that exceeds (x) the Economic Capital Account Balance of such Limited Partner, to the extent attributable to its ownership
of LTIP Units, divided by (y) the Partnership Unit Economic Balance, in each case as determined as of the effective date of conversion
(the “Capital Account Limitation”). LTIP Unitholders shall not have the right to convert Unvested LTIP Units into Partnership
Units until they become Vested LTIP Units; provided, however, that when an LTIP Unitholder is notified of the expected occurrence
of an event that will cause his or her Unvested LTIP Units to become Vested LTIP Units, such LTIP Unitholder may give the Partnership
a Conversion Notice conditioned upon and effective as of the time of vesting and such Conversion Notice, unless subsequently revoked by
the LTIP Unitholder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time
to cause a conversion of Vested LTIP Units into Partnership Units. In all cases, the conversion of any LTIP Units into Partnership Units
shall be subject to the conditions and procedures set forth in this Section 8.7.


 






    	 	40	 



     


    

 


(b)            Subject
to the Capital Account Limitation, a holder of Vested LTIP Units may convert such LTIP Units into an equal number of fully paid and non-assessable
Partnership Units, giving effect to all adjustments (if any) made pursuant to Section 4.2(c). In order to exercise his or
her Conversion Right, an LTIP Unitholder shall deliver a notice (a “Conversion Notice”) in the form attached as Exhibit E
to the Partnership (with a copy to the General Partner) not less than 10 nor more than 60 days prior to a date (the “Conversion
Date”) specified in such Conversion Notice; provided, however, that if the General Partner has not given to the
LTIP Unitholders notice of a proposed or upcoming Transaction at least thirty (30) days prior to the effective date of such Transaction,
then LTIP Unitholders shall have the right to deliver a Conversion Notice until the earlier of (x) the tenth (10th) day after such
notice from the General Partner of a Transaction or (y) the third (3rd) Business Day immediately preceding the effective date of
such Transaction. A Conversion Notice shall be provided in the manner provided in Section 15.1. Each LTIP Unitholder covenants
and agrees with the Partnership that all Vested LTIP Units to be converted pursuant to this Section 8.7(b) shall be free
and clear of all liens. Notwithstanding anything herein to the contrary, a holder of LTIP Units may deliver a Notice of Redemption pursuant
to Section 8.6(a) relating to those Partnership Units that will be issued to such holder upon conversion of such LTIP
Units into Partnership Units in advance of the Conversion Date; provided, however, that the redemption of such Partnership
Units by the Partnership shall in no event take place until after the Conversion Date. For clarity, it is noted that the objective of
this paragraph is to put an LTIP Unitholder in a position where, if he or she so wishes, the Partnership Units into which his or her Vested
LTIP Units will be converted can be redeemed by the Partnership simultaneously with such conversion, with the further consequence that,
if the Company elects to assume the Partnership’s redemption obligation with respect to such Partnership Units under Section 8.6(b) by
delivering to such holder REIT Shares rather than cash, then such holder can have such REIT Shares issued to him or her simultaneously
with the conversion of his or her Vested LTIP Units into Partnership Units. The General Partner shall cooperate with an LTIP Unitholder
to coordinate the timing of the different events described in the foregoing sentence.


 


(c)            The
Partnership, at any time at the election of the General Partner, may cause any number of Vested LTIP Units held by an LTIP Unitholder
to be converted (a “Forced Conversion”) into an equal number of Partnership Units, giving effect to all adjustments
(if any) made pursuant to Section 4.2(c); provided, however, that the Partnership may not cause a Forced Conversion
of any LTIP Units that would not at the time be eligible for conversion at the option of such LTIP Unitholder pursuant to Section 8.7.


 


(d)            In
order to exercise its right of Forced Conversion, the Partnership shall deliver a notice (a “Forced Conversion Notice”)
in the form attached as Exhibit F to the applicable LTIP Unitholder not less than ten (10) nor more than sixty (60) days
prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion Notice shall be provided in the manner provided
in Section 15.1.


 


(e)            A
conversion of Vested LTIP Units for which the holder thereof has given a Conversion Notice or the Partnership has given a Forced Conversion
Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on the part of such
LTIP Unitholder, as of which time such LTIP Unitholder shall be credited on the books and records of the Partnership with the issuance
as of the opening of business on the next day of the number of Partnership Units issuable upon such conversion. After the conversion of
LTIP Units as aforesaid, the Partnership shall deliver to such LTIP Unitholder, upon his or her written request, a certificate of the
General Partner certifying the number of Partnership Units and remaining LTIP Units, if any, held by such Person immediately after such
conversion. The Assignee of any Limited Partner pursuant to Article 11 may exercise the rights of such Limited Partner pursuant
to this Section 8.7 and such Limited Partner shall be bound by the exercise of such rights by the Assignee.


 








    	 	41	 



     


    

 


(f)            For
purposes of making future allocations under Section 6.1(c) and applying the Capital Account Limitation, the portion of
the Economic Capital Account Balance of the applicable LTIP Unitholder that is treated as attributable to his or her LTIP Units shall
be reduced, as of the date of conversion, by the product of the number of LTIP Units converted and the Partnership Unit Economic Balance.


 


(g)            If
the Partnership or the General Partner shall be a party to any transaction (including a merger, consolidation, unit exchange, self tender
offer for all or substantially all Partnership Units or other business combination or reorganization, or sale of all or substantially
all of the Partnership’s assets, but excluding any transaction which constitutes an Adjustment Event) in each case as a result of
which Partnership Units shall be exchanged for or converted into the right, or the holders of such Partnership Units shall otherwise be
entitled, to receive cash, securities or other property or any combination thereof (each of the foregoing being referred to herein as
a “Transaction”), then the General Partner shall, immediately prior to the Transaction, exercise its right to cause
a Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion, taking into account any allocations
that occur in connection with the Transaction or that would occur in connection with the Transaction if the assets of the Partnership
were sold at the Transaction price or, if applicable, at a value determined by the General Partner in good faith using the value attributed
to the Partnership Units in the context of the Transaction (in which case the Conversion Date shall be the effective date of the Transaction).
In anticipation of such Forced Conversion and the consummation of the Transaction, the Partnership shall use commercially reasonable efforts
to cause each LTIP Unitholder to be afforded the right to receive in connection with such Transaction in consideration for the Partnership
Units into which his or her LTIP Units will be converted the same kind and amount of cash, securities and other property (or any combination
thereof) receivable upon the consummation of such Transaction by a holder of the same number of Partnership Units, assuming such holder
of Partnership Units is not a Person with which the Partnership consolidated or into which the Partnership merged or which merged into
the Partnership or to which such sale or transfer was made, as the case may be (a “Constituent Person”), or an Affiliate of
a Constituent Person. In the event that holders of Partnership Units have the opportunity to elect the form or type of consideration to
be received upon consummation of a Transaction, prior to such Transaction the General Partner shall give prompt written notice to each
LTIP Unitholder of such election, and shall use commercially reasonable efforts to afford the LTIP Unitholders the right to elect, by
written notice to the General Partner, the form or type of consideration to be received upon conversion of each LTIP Unit held by such
holder into Partnership Units in connection with such Transaction. If an LTIP Unitholder fails to make such an election, such holder (and
any of its transferees) shall receive upon conversion of each LTIP Unit held by him or her (or by any of his or her transferees) the same
kind and amount of consideration that a holder of a Partnership Unit would receive if such Partnership Unit holder failed to make such
an election. Subject to the rights of the Partnership and the Company under any LTIP Unit Agreement and a Plan, the Partnership shall
use commercially reasonable effort to cause the terms of any Transaction to be consistent with the provisions of this Section 8.7(g) and
to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit of any LTIP Unitholders whose
LTIP Units will not be converted into Partnership Units in connection with the Transaction that will (i) contain provisions enabling
the holders of LTIP Units that remain outstanding after such Transaction to convert their LTIP Units into securities as comparable as
reasonably possible under the circumstances to the Partnership Units and (ii) preserve as far as reasonably possible under the circumstances
the distribution, special allocation, conversion, and other rights set forth in this Agreement for the benefit of the LTIP Unitholders.


 








    	 	42	 



     


    

 


Section 8.8.            Voting
Rights of LTIP Units


 


LTIP Unitholders shall have (a) those voting rights required from
time to time by applicable law, if any, (b) the same voting rights as a holder of Partnership Units, with the LTIP Units voting as
a single class with the Partnership Units and having one vote per LTIP Unit, and (c) the additional voting rights that are expressly
set forth below. So long as any LTIP Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders
of at least a majority of the LTIP Units outstanding at the time, given in person or by proxy, either in writing or at a meeting (voting
separately as a class), amend, alter or repeal, whether by merger, consolidation or otherwise, the provisions of this Agreement applicable
to LTIP Units so as to materially and adversely affect any right, privilege or voting power of the LTIP Units or the LTIP Unitholders
as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges and voting powers
of the holders of Partnership Units; but subject, in any event, to the following provisions: (i) with respect to any Transaction,
so long as the LTIP Units are treated in accordance with Section 8.7(g), the consummation of such Transaction shall not be
deemed to materially and adversely affect such rights, preferences, privileges or voting powers of the LTIP Units or the LTIP Unitholders
as such; and (ii) any creation or issuance of any Partnership Units or of any class or series of Partnership Interest including additional
Partnership Units, LTIP Units or preferred Partnership Units, whether ranking senior to, junior to, or on a parity with the LTIP Units
with respect to distributions and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially
and adversely affect such rights, preferences, privileges or voting powers of the LTIP Units or the LTIP Unitholders as such. The foregoing
voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required
will be effected, all outstanding LTIP Units shall have been converted into Partnership Units.


 


ARTICLE 9


 


BOOKS, RECORDS, ACCOUNTING AND REPORTS


 


Section 9.1.            Records
and Accounting


 


The General Partner shall keep or cause to be kept
at the principal office of the Partnership those records and documents required to be maintained by the Act and other books and records
deemed by the General Partner to be appropriate with respect to the Partnership’s business, including all books and records necessary
to provide to the Limited Partners any information, lists and copies of documents required to be provided pursuant to Section 9.3.
Any records maintained by or on behalf of the Partnership in the regular course of its business may be kept on, or be in the form of,
punch cards, magnetic tape, photographs, micrographics or any other information storage device; provided, that the records so maintained
are convertible into clearly legible written form within a reasonable period of time. The books of the Partnership shall be maintained,
for financial and tax reporting purposes, on an accrual basis in accordance with GAAP, or such other basis as the General Partner determines
to be necessary or appropriate.


 








    	 	43	 



     


    

 


Section 9.2.            Fiscal
Year


 


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


 


Section 9.3.            Reports


 


(a)            As
soon as practicable, but in no event later than one hundred five (105) days after the close of each Partnership Year, the General Partner
shall cause to be mailed to each Limited Partner as of the close of the Partnership Year, an annual report containing financial statements
of the Partnership, or of the Company if such statements are prepared solely on a consolidated basis with the Company, for such Partnership
Year, presented in accordance with GAAP, such statements to be audited by a nationally recognized firm of independent public accountants
selected by the General Partner.


 


(b)            As
soon as practicable, but in no event later than one hundred five (105) days after the close of each calendar quarter (except the last
calendar quarter of each year), the General Partner shall cause to be mailed to each Limited Partner as of the last day of the calendar
quarter, a report containing unaudited financial statements of the Partnership, or of the Company, if such statements are prepared solely
on a consolidated basis with the Company, and such other information as may be required by applicable law or regulation, or as the General
Partner determines to be appropriate.


 


(c)            The
Partnership shall also cause to be prepared such reports and/or information as are necessary for the Company to determine its qualification
as a REIT and its compliance with the requirements for REITs pursuant to the Code and Regulations.


 


ARTICLE 10


 


CERTAIN TAX MATTERS


 


Section 10.1.            Preparation
of Tax Returns


 


The General Partner shall arrange for the preparation
and timely filing of all returns of Partnership income, gains, deductions, losses and other items required of the Partnership for federal
and state income tax purposes and shall use all reasonable efforts to furnish, within one hundred and twenty (120) days of the close of
each taxable year or as soon as reasonably practicable thereafter, the tax information reasonably required by Limited Partners for federal
and state income tax reporting purposes.


 


The Limited Partners shall promptly provide the
General Partner with such information relating to any Contributed Properties as is readily available to the Limited Partners, including
tax basis and other relevant information, as may be reasonably requested by the General Partner from time to time.


 








    	 	44	 



     


    

 


Section 10.2.            [Reserved]


 


Section 10.3.            Partnership
Representative


 


(a)            The
General Partner shall be the “partnership representative,” within the meaning of Code Section 6223 (the “Partnership
Representative”) of the Partnership for federal income tax purposes. The General Partner may appoint another Person to be designated
as the Partnership Representative. The Partnership shall comply with any requirements necessary to effect such designations. The Partnership
Representative may exercise any authority granted to it under the Code, including (i) entering into settlements with the IRS that
bind the Partnership, and (ii) making, revoking, or refraining from making or revoking any election permitted under the Code.


 


(b)            Each
Limited Partner hereby agrees, upon request by the General Partner or the Partnership Representative, to timely provide any information
and comply with any requirements (including the filing of any tax returns and the payment of any taxes) that the Partnership Representative
determines is or are necessary or advisable to reduce the amount of any tax (including an “imputed underpayment” of taxes
within the meaning of Section 6225 of the Code or similar provisions of state, local or non-U.S. law), interest, penalties or similar
amounts the cost of which is (or would otherwise be) borne by the Partnership (directly or indirectly) or to make any election permitted
by the Code.


 


(c)            The
General Partner shall in good faith allocate the amount of any imputed underpayment of taxes determined in accordance with Section 6225
of the Code (or any comparable provision of U.S. federal, state, local or non-U.S. law) that may from time to time be required to be made
under Sections 6225 and 6232 of the Code (or any comparable provision of U.S. federal, state, local or non-U.S. law), together with any
interest, additions to tax, penalties and fees, among the Limited Partners in a manner determined by the General Partner in its sole and
absolute discretion to reflect the character of the income that is the subject of the adjustment giving rise to such imputed underpayment
and the classification of the Limited Partners for U.S. federal income tax purposes as corporations, individuals, exempt organizations,
foreign taxpayers or other types of taxpayers, but only to the extent the character of such income and the classification of one or more
Limited Partners that have complied with Section 10.3(b) have actually been affected by the amount of any imputed underpayment.


 


Section 10.4.            Withholding


 


(a)            To
the extent the General Partner determines in good faith that the Partnership or any entity in which the Partnership holds an interest
is required by law to withhold or to make tax payments on behalf of or with respect to any Partner (e.g., backup withholding taxes)
(“Tax Advances”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax
Advances made on behalf of a Partner shall (a) be repaid by reducing the amount of the current or next succeeding distribution or
distributions which would otherwise have been made to such Partner or (b) if the amount that is reasonably expected to be available
for distribution to such Partner within thirty (30) days of the date in which the Tax Advance was made by the Partnership on behalf such
Partner will be insufficient to repay the Partnership for the entire Tax Advance, be promptly paid to the Partnership by the Partner on
whose behalf such Tax Advances were made upon the Partner’s receipt of a written notice from the General Partner to that effect,
and any costs incurred by the General Partner or the Partnership to collect such Tax Advance shall be paid by such Partner. Whenever alternative
(a) applies pursuant to the preceding sentence for repayment of a Tax Advance by a Partner, for all other purposes of this Agreement
such Partner shall be treated as having received all distributions (whether before or upon liquidation) unreduced by the amount of such
Tax Advance. Each Partner hereby agrees to indemnify and hold harmless the Partnership and the other Partners from and against any liability
(including any liability for taxes, penalties, additions to tax or interest) with respect to income attributable to or distributions or
other payments to such Partner; provided, that no reimbursement shall be required for such penalties, additions to tax or
interest that resulted from the willful misconduct or gross negligence of the General Partner.


 








    	 	45	 



     


    

 


ARTICLE 11


 


TRANSFERS AND WITHDRAWALS


 


Section 11.1.            Transfer


 


(a)            The
term “transfer,” when used in this Article 11 with respect to a Partnership Unit, shall be deemed to refer to
a transaction by which the General Partner purports to assign all or any part of its General Partner Interest to another Person or by
which a Limited Partner purports to assign all or any part of its Limited Partner Interest to another Person, and includes a sale, assignment,
gift, pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition by law or otherwise. The term “transfer”
when used in this Article 11 does not include (i) any redemption of Partnership Interests by the Partnership from a Limited
Partner, (ii) any acquisition of Partnership Units from a Limited Partner by the Company pursuant to Section 8.6, or
(iii) any distribution of Partnership Units by a Limited Partner to its beneficial owners.


 


(b)            No
Partnership Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article 11.
Any transfer or purported transfer of a Partnership Interest not made in accordance with this Article 11 shall be null and
void.


 


(c)            Notwithstanding
the other provisions of this Article 11, the Partnership Interests of the General Partner or the Company may be transferred,
in whole or in part, at any time or from time to time, to any Person that is, at the time of such transfer, a Qualified REIT Subsidiary.
Any transferee of the entire General Partner Interest pursuant to this Section 11.1(c) shall automatically become, without
further action or Consent of any Limited Partners, the sole general partner of the Partnership, subject to all the rights, privileges,
duties and obligations under this Agreement and the Act relating to a general partner. Upon any transfer permitted by this Section 11.1(c),
the transferor Partner shall be relieved of all its obligations under this Agreement. Additionally, the Partnership Interests of the General
Partner may be transferred, in whole or in part, at any time or from time to time, to an Affiliate of the Company or to a wholly-owned
subsidiary of the General Partner or the owner of all of the General Partner’s ownership interests. The provisions of Sections 11.2(b),
11.3, 11.4(a) and 11.5 shall not apply to any transfer permitted by this Section 11.1(c).


 








    	 	46	 



     


    

 


Section 11.2.            Transfer
of General Partner Interest and Limited Partner Interest


 


(a)           The
General Partner may not transfer any of its General Partner Interest or withdraw as General Partner, or transfer any of its Limited Partner
Interest, except as provided in Sections 11.1(c), 11.2(b) and 11.2(c).


 


(b)           Except
as set forth in 11.1(c) or 11.2(c), the General Partner shall not withdraw from the Partnership and shall not transfer
all or any portion of its Limited Partner Interest in the Partnership (whether by sale, disposition, statutory merger or consolidation,
liquidation or otherwise) unless Limited Partners holding a majority of the Percentage Interests of the Limited Partners Consent to such
transfer or withdrawal. Upon any transfer of the General Partner’s Partnership Interest pursuant to the Consent of the Limited Partners
and otherwise in accordance with the provisions of this Section 11.2(b), the transferee shall become a successor General Partner
for all purposes herein, and shall be vested with the powers and rights of the transferor General Partner, and shall be liable for all
obligations and responsible for all duties of the General Partner, once such transferee has executed such instruments as may be necessary
to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement
with respect to the Partnership Interest so acquired. It is a condition to any transfer by the General Partner otherwise permitted hereunder
that the transferee assumes, by operation of law or express agreement, all of the obligations of the transferor General Partner under
this Agreement with respect to such transferred Partnership Interest, and such transfer shall relieve the transferor General Partner of
its obligations under this Agreement without the Consent of the Limited Partners. In the event that the General Partner withdraws from
the Partnership, in violation of this Agreement or otherwise, or otherwise dissolves or terminates, or upon an Event of Bankruptcy of
the General Partner, as described in Section 13.2, the remaining Partners may agree in writing to continue the business of
the Partnership by selecting a successor General Partner in accordance with the Act.


 


(c)           Subject
to the rights of any holder of any Partnership Interest set forth on Exhibit A, the General Partner may, without the Consent
of the Limited Partners, transfer all of its Partnership Interest in connection with (a) a merger, consolidation or other combination
of its assets with another entity not in the ordinary course of the Partnership’s business, (b) a sale of all or substantially
all of the assets of the Partnership or (c) a reclassification, recapitalization or change of any outstanding shares of the General
Partner’s stock or other outstanding equity interests (each, a “Termination Transaction”) if:


 


(i)            in
connection with such Termination Transaction, all of the Limited Partners will receive, or will have the right to elect to receive, for
each Partnership Unit an amount of cash, securities or other property equal to the product of the Conversion Factor and the greatest amount
of cash, securities or other property paid to a holder of one REIT Share in consideration of one REIT Share pursuant to the terms of such
Termination Transaction; provided, that if, in connection with such Termination Transaction, a purchase, tender or exchange offer
shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares, each holder of Partnership Units
shall receive, or shall have the right to elect to receive, the greatest amount of cash, securities or other property which such holder
of Partnership Units would have received had it exercised its Redemption Right pursuant to Section 8.6 and received REIT Shares in
exchange for its Partnership Units immediately prior to the expiration of such purchase, tender or exchange offer and had thereupon accepted
such purchase, tender or exchange offer and then such Termination Transaction shall have been consummated;


 








    	 	47	 



     


    

 


(ii)           all
of the following conditions are met: (w) substantially all of the assets directly or indirectly owned by the surviving entity are
owned directly or indirectly by the Partnership or another limited partnership or limited liability company which is the survivor of a
merger, consolidation or combination of assets with the Partnership (in each case, the “Surviving Partnership”); (x) the
Limited Partners that held Partnership Units immediately prior to the consummation of such Termination Transaction own a percentage interest
of the Surviving Partnership based on the relative fair market values of the net assets of the Partnership and the other net assets of
the Surviving Partnership immediately prior to the consummation of such transaction; (y) the rights, preferences and privileges in
the Surviving Partnership of such Limited Partners are at least as favorable as those in effect with respect to the Partnership Units
immediately prior to the consummation of such transaction and as those applicable to any other limited partners or non-managing members
of the Surviving Partnership; and (z) the rights of such Limited Partners include at least one of the following: (a) the right
to redeem their interests in the Surviving Partnership for the consideration available to such persons pursuant to Section 11.2(c)(i) or
(b) the right to redeem their interests in the Surviving Partnership for cash on terms substantially equivalent to those in effect
with respect to their Partnership Units immediately prior to the consummation of such transaction, or, if the ultimate controlling person
of the Surviving Partnership has publicly traded common equity securities, such common equity securities, with an exchange ratio based
on the determination of relative fair market value of such securities and the REIT Shares; or


 


(iii)            the
Company is the surviving entity in the Termination Transaction and holders of REIT shares do not receive cash, securities or other property
in the transaction.


 


Section 11.3.            Limited
Partners’ Rights to Transfer


 


(a)           Except
as provided in Section 11.3(b), no Limited Partner shall transfer all or any portion of its Partnership Interest to any transferee
without the written consent of the General Partner, which consent may be withheld in its sole and absolute discretion; provided,
however, that if a Limited Partner is subject to Incapacity, such Incapacitated Limited Partner may transfer all or any portion
of its Partnership Interest.


 


(b)           Notwithstanding
any other provision of this Article 11, a Limited Partner may transfer all or any portion of its Partnership Interest to any
of its Affiliates and such transferee shall be admitted as a Substituted Limited Partner, all without obtaining the consent of the General
Partner.


 


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


 








    	 	48	 



     


    

 


(d)            Without
limiting the generality of Section 11.3(a), the General Partner may prohibit any transfer by a Limited Partner of its Partnership
Interest if, in the opinion of legal counsel to the Partnership, such transfer would require filing of a registration statement under
the Securities Act or would otherwise violate any federal or state securities laws or regulations applicable to the Partnership or the
Partnership Units.


 


(e)            No
transfer by a Limited Partner of its Partnership Units may be made to any Person if (i) in the opinion of legal counsel for the Partnership,
it would result in the Partnership being treated as an association taxable as a corporation or a publicly traded partnership within the
meaning of either Code Section 469(k)(2) or 7704(b); (ii) such transfer is effectuated through an “established securities
market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Code Section 7704;
(iii) such transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA
or to Code Section 4975, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person”
(as defined in Code Section 4975(c)); (iv) such transfer would, in the opinion of legal counsel for the Partnership, cause any
portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations
Section 2510.3-101; (v) such transfer would subject the Partnership to be regulated under the Investment Company Act of 1940,
as amended, the Investment Advisers Act of 1940, as amended, or the fiduciary responsibility provisions of ERISA; or (vi) such transfer,
unless otherwise consented to by the General Partner, would cause the Partnership to be treated as terminated for state or local income
tax purposes.


 


(f)            Unless
determined by the General Partner in its sole and absolute discretion, a Limited Partner may only transfer its Partnership Units to a
Person that has provided to the General Partner a properly completed IRS Form W-9 evidencing that such Person is a United States
Person and is not subject to backup withholding.


 


(g)            No
transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Section 1.752-4(b) of
the Regulations) to any lender to the Partnership whose loan constitutes a Nonrecourse Liability, without the consent of the General Partner,
in its sole and absolute discretion.


 


(h)            The
General Partner shall keep a register for the Partnership on which the transfer, pledge or release of Partnership Units shall be shown
and pursuant to which entries shall be made to effect all transfers, pledges or releases as required by the applicable sections of Article 8
of the Uniform Commercial Code, as amended, in effect in the States of Georgia and Delaware; provided, however, that if
there is any conflict between such requirements, the provisions of the Delaware Uniform Commercial Code shall govern. The General Partner
shall (i) place proper entries in such register clearly showing each transfer and each pledge and grant of security interest and
the transfer and assignment pursuant thereto, such entries to be endorsed by the General Partner, and (ii) maintain the register
and make the register available for inspection by all of the Partners and their pledgees at all times during the term of this Agreement.
Nothing herein shall be deemed a consent to any pledge or transfer otherwise prohibited under this Agreement.


 








    	 	49	 



     


    

 


Section 11.4.            Substituted
Limited Partners


 


(a)            No
Limited Partner shall have the right to substitute a transferee as a Limited Partner in his or its place. The General Partner shall, however,
have the right to consent to the admission of a transferee of the interest of a Limited Partner pursuant to this Section 11.4
as a Substituted Limited Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. The
General Partner’s failure or refusal to permit a transferee of any such interests to become a Substituted Limited Partner shall
not give rise to any cause of action against the Partnership or any Partner. A Person shall be admitted to the Partnership as a Substituted
Limited Partner only upon the aforementioned consent of the General Partner and the furnishing to the General Partner of (i) evidence
of acceptance in form satisfactory to the General Partner of all of the terms and conditions of this Agreement, including the power of
attorney granted in Section 2.4 and (ii) such other documents of the General Partner in order to effect such Person’s
admission as a Substituted Limited Partner. The admission of any Person as a Substituted Limited Partner shall become effective on the
date upon which the name of such Person is recorded on the books and records of the Partnership, following the consent of the General
Partner to such admission.


 


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


 


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


 


Section 11.5.            Assignees


 


If the General Partner, in its sole and absolute
discretion, does not consent to the admission of any permitted transferee as a Substituted Limited Partner, as described in Section 11.4,
such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have had assigned to it,
and shall be entitled to receive distributions from the Partnership and the share of Net Income, Net Losses, Recapture Income, and any
other items, gain, loss, deduction and credit of the Partnership attributable to the Partnership Interest assigned to such transferee,
but shall not be deemed to be a holder of a Partnership Interest for any other purpose under this Agreement, and shall not be entitled
to vote such Partnership Interest in any matter presented to the Limited Partners for a vote (such Partnership Interest being deemed to
have been voted on such matter in the same proportion as all other Partnership Interest held by Limited Partners are voted). In the event
any such transferee desires to make a further assignment of any such Partnership Interest, such transferee shall be subject to all of
the provisions of this Article 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment
of his or its Partnership Interest.


 






    	 	50	 



     


    

 


Section 11.6.            General
Provisions


 


(a)            No
Limited Partner may withdraw from the Partnership other than as a result of a permitted transfer of all of such Limited Partner’s
Partnership Interest in accordance with this Article 11 or pursuant to redemption of all of its Partnership Units, or the
acquisition thereof by the Company, under Section 8.6.


 


(b)            Any
Limited Partner who shall transfer all of its Partnership Interest in a transfer permitted pursuant to this Article 11 shall
cease to be a Limited Partner upon the admission of all Assignees of such Partnership Interest as Substituted Limited Partners. Similarly,
any Limited Partner who shall transfer all of its Partnership Units pursuant to a redemption of all of its Partnership Units, or the acquisition
thereof by the Company, under Section 8.6 shall cease to be a Limited Partner.


 


(c)            Transfers
pursuant to this Article 11 may only be made on the first day of a fiscal quarter of the Partnership, unless the General Partner
otherwise agrees.


 


(d)            If
any Partnership Interest is transferred or assigned during any quarterly segment of the Partnership’s fiscal year in compliance
with the provisions of this Article 11 or redeemed or transferred pursuant to Section 8.6 on any day other than
the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items attributable to such interest
for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account
their varying interests during the Partnership Year in accordance with Code Section 706(d), using the interim closing of the books
method. All distributions of Available Cash attributable to such Partnership Interest with respect to which the Partnership Record Date
is before the date of such transfer, assignment, or redemption shall be made to the transferor Partner or the Redeeming Partner, as the
case may be, and in the case of a transfer or assignment other than a redemption, all distributions of Available Cash thereafter attributable
to such Partnership Interest shall be made to the transferee Partner.


 


ARTICLE 12


 


ADMISSION OF PARTNERS


 


Section 12.1.            Admission
of Successor General Partner


 


A successor to all of the General Partner Interest
pursuant to Section 11.1(c) or 11.2 who is proposed to be admitted as a successor General Partner shall be admitted
to the Partnership as the General Partner, effective immediately prior to such transfer. Any such transferee shall carry on the business
of the Partnership without dissolution. In each case, the admission shall be subject to the successor General Partner executing and delivering
to the Partnership an acceptance of all of the terms and conditions of this Agreement and such other documents or instruments as may be
required to effect the admission. In the case of such admission on any day other than the first day of a Partnership Year, all items attributable
to the General Partner Interest for such Partnership Year shall be allocated between the transferring General Partner and such successor
as provided in Section 11.6(d).


 






    	 	51	 



     


    

 


Section 12.2.            Admission
of Additional Limited Partners


 


(a)            A
Person who makes a Capital Contribution to the Partnership in accordance with this Agreement shall be admitted to the Partnership as an
Additional Limited Partner only upon furnishing to the General Partner (i) evidence of acceptance in form satisfactory to the General
Partner of all of the terms and conditions of this Agreement, including the power of attorney granted in Section 2.4 and (ii) such
other documents or instruments as may be required in the discretion of the General Partner in order to effect such Person’s admission
as an Additional Limited Partner.


 


(b)            Notwithstanding
anything to the contrary in this Section 12.2, no Person shall be admitted as an Additional Limited Partner without the consent
of the General Partner, which consent may be given or withheld in the General Partner’s sole and absolute discretion. The admission
of any Person as an Additional Limited Partner shall become effective on the date upon which the name of such Person is recorded on the
books and records of the Partnership, following the consent of the General Partner to such admission.


 


(c)            If
any Additional Limited Partner is admitted to the Partnership on any day other than the first day of a Partnership Year, then Net Income,
Net Losses, each item thereof and all other items allocable among Partners and Assignees for such Partnership Year shall be allocated
among such Additional Limited Partner and all other Partners and Assignees by taking into account their varying interests during the Partnership
Year in accordance with Code Section 706(d), using the interim closing of the books method. All distributions of Available Cash with
respect to which the Partnership Record Date is before the date of such admission shall be made solely to Partners and Assignees, other
than such Additional Limited Partner, and all distributions of Available Cash thereafter shall be made to all of the Partners and Assignees,
including such Additional Limited Partner.


 


Section 12.3.            Amendment
of Agreement and Certificate of Limited Partnership


 


For the admission to the Partnership of any Partner,
the General Partner shall take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary,
to prepare as soon as practical an amendment of this Agreement (including an amendment of Exhibit A) and, if required by law,
shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 2.4.


 


ARTICLE 13


 


DISSOLUTION, LIQUIDATION AND TERMINATION


 


Section 13.1.            Dissolution


 


The Partnership shall not be dissolved by the admission
of Substituted Limited Partners or Additional Limited Partners or by the admission of a successor General Partner in accordance with the
terms of this Agreement. Upon the withdrawal of the General Partner, any successor General Partner shall continue the business of the
Partnership without dissolution. The Partnership shall dissolve, and its affairs shall be wound up, only upon the first to occur of any
of the following (“Liquidating Events”):


 


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


 






    	 	52	 



     


    

 


(b)            an
event of withdrawal of the General Partner, as defined in the Act, other than an event of bankruptcy as defined in the Act, unless, (i) at
the time of the occurrence of such event there is at least one remaining general partner of the Partnership who is hereby authorized to
and does carry on the business of the Partnership, or (ii) within ninety (90) days after such event of withdrawal not less than a
majority of the Percentage Interests of the remaining Partners (or such greater Percentage Interest as may be required by the Act and
determined in accordance with the Act), determined, in case the withdrawing General Partner continues as a Limited Partner, by both excluding
and including Limited Partner Interests continuing to be held by the withdrawing General Partner, agrees in writing to continue the business
of the Partnership and to the appointment, effective as of the date of withdrawal, of a successor General Partner;


 


(c)            from
and after the date of this Agreement through December 31, 2079, an election to dissolve the Partnership made by the General Partner
with the Consent of Partners holding a majority of the Percentage Interests of the Limited Partners;


 


(d)            on
or after January 1, 2080, an election to dissolve the Partnership made by the General Partner, in its sole and absolute discretion;


 


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


 


(f)            the
sale of all or substantially all of the assets and properties of the Partnership; or


 


(g)            a
final and non-appealable judgment is entered by a court of competent jurisdiction ruling that the General Partner is bankrupt or insolvent,
or a final and non-appealable order for relief is entered by a court with appropriate jurisdiction against the General Partner, in each
case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect (hereinafter referred to as an “Event
of Bankruptcy,” and such term as used herein is intended and shall be deemed to supersede and replace the events of withdrawal
described in Section 17-402(a)(4) and (5) of the Act), unless prior to the entry of such order or judgment all of the remaining
Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of a date prior to the date
of such order or judgment, of a substitute General Partner.


 






    	 	53	 



     


    

 


Section 13.2.            Winding
Up


 


(a)           Upon
the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly
manner, liquidating its assets, and satisfying the claims of its creditors and Partners. No Partner shall take any action that is inconsistent
with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. The General Partner, or,
in the event there is no remaining General Partner, any Person elected by a majority of the Percentage Interests of the Limited Partners
(the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing
the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and
the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom
(which may, to the extent determined by the General Partner, include REIT Shares of the Company) shall be applied and distributed in the
following order:


 


(i)            First,
in satisfaction of all of the Partnership’s debts and liabilities to creditors other than the Partners (whether by payment or the
making of reasonable provision for payment thereof);


 


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


 


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


 


(iv)          The
balance, if any, to the General Partner and Limited Partners in accordance with their Capital Accounts, after giving effect to all contributions,
distributions, and allocations for all periods.


 


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


 


(b)           Notwithstanding
the provisions of Section 13.2(a) which require liquidation of the assets of the Partnership, but subject to the order
of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of
part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners, the Liquidator may, in its
sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities
of the Partnership (including to those Partners as creditors) and/or distribute to the Partners, in lieu of cash, as tenants in common
and in accordance with the provisions of Section 13.2(a), undivided interests in such Partnership assets as the Liquidator
deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator,
such distributions in kind are in the best interest of the Partners, and shall be subject to such conditions relating to the disposition
and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such
properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable
method of valuation as it may adopt.


 






    	 	54	 



     


    

 


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


 


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


 


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


 


Section 13.3.            Compliance
with Timing Requirements of Regulations


 


In the event the Partnership is “liquidated”
within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), distributions shall be made pursuant to this Article 13
to the General Partner and Limited Partners who have positive Capital Accounts in compliance with Regulations Section 1.704-l(b)(2)(ii)(b)(2).
If any Partner has a deficit balance in his or its Capital Account (after giving effect to all contributions, distributions and allocations
for all taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution
to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership
or to any other Person for any purpose whatsoever.


 


Section 13.4.            Deemed
Contribution and Distribution


 


Notwithstanding any other provision of this Article 13,
in the event the Partnership is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), but no Liquidating
Event has occurred, the Partnership’s property shall not be liquidated, the Partnership’s liabilities shall not be paid or
discharged, and the Partnership’s affairs shall not be wound up. Instead, for federal income tax purposes and for purposes of maintaining
Capital Accounts pursuant to Exhibit B hereto, the Partnership shall be deemed to have contributed all Partnership property
and liabilities to a new limited partnership in exchange for an interest in such new limited partnership and, immediately thereafter,
the Partnership will be deemed to liquidate by distributing interests in the new limited partnership to the Partners.


 


Section 13.5.            Rights
of Limited Partners


 


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


 


Section 13.6.            Notice
of Dissolution


 


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


 






    	 	55	 



     


    

 



 


Section 13.7.     Termination
of Partnership and Cancellation of Certificate of Limited Partnership


 


Upon the completion of the winding up of the Partnership
and liquidation of its assets, as provided in Section 13.2, the Partnership shall be terminated by filing a certificate of
cancellation with the Secretary of State of the State of Delaware, canceling all qualifications of the Partnership as a foreign limited
partnership in jurisdictions other than the State of Delaware and taking such other actions as may be necessary to terminate the Partnership.


 


Section 13.8.     Reasonable
Time for Winding Up


 


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


 


Section 13.9.     Waiver
of Partition


 


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


 


ARTICLE 14


 


AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS


 


Section 14.1.     Amendment
of Partnership Agreement


 


(a)            Amendments
to this Agreement may be proposed by the General Partner or by Limited Partners holding twenty-five percent (25%) or more of the Partnership
Interests. Following such proposal, the General Partner shall submit any proposed amendment to the Limited Partners. The General Partner
shall seek the written vote of the Partners on the proposed amendment or shall call a meeting to vote thereon and to transact any other
business that it may deem appropriate. For purposes of obtaining a written vote, the General Partner may require a response within a
reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period shall constitute a vote which
is consistent with the General Partner’s recommendation with respect to the proposal. Except as otherwise provided in this Agreement,
a proposed amendment shall be adopted and be effective as an amendment hereto if it is approved by the General Partner and it receives
the Consent of Partners holding a majority of the Percentage Interests of the Limited Partners.


 


(b)            Notwithstanding
Section 14.1(a), the General Partner shall have the power, without the consent of the Limited Partners, to amend this Agreement
as may be required to facilitate or implement any of the following purposes:


 


(i)            to
add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the
General Partner for the benefit of the Limited Partners;


 



    56


     


    




(ii)            to
reflect the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement;


 


(iii)           to
set forth the designations, rights (including redemption rights that differ from those specified in Section 8.6), powers,
duties, and preferences of Partnership Units or other Partnership Interests issued pursuant to Section 4.2(a);


 


(iv)           to
reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or
to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make
other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this
Agreement; and


 


(v)            to
satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or
state agency or contained in federal or state law.


 


The General Partner shall provide notice to the Limited Partners when
any action under this Section 14.1(b) is taken.


 


(c)            Notwithstanding
Section 14.1(a) and 14.1(b), this Agreement shall not be amended without the Consent of each Partner adversely
affected if such amendment would (i) convert a Limited Partner’s interest in the Partnership into a General Partner Interest;
(ii) modify the limited liability of a Limited Partner in a manner adverse to such Limited Partner; (iii) alter rights of such
Partner to receive distributions pursuant to Article 5 or Article 13, or the allocations specified in Article 6
(except as permitted pursuant to Section 4.2 and Section 14.1(b)(iii)) in a manner adverse to such Partner;
(iv) alter or modify the Redemption Right and REIT Shares Amount as set forth in Section 8.6, and the related definitions,
in a manner adverse to such Partner; (v) cause the termination of the Partnership prior to the time set forth in Section 2.5
or 13.1; or (vi) amend this Section 14.1(c); provided, however, that the Consent of each Partner
adversely affected shall not be required for any amendment or action that affects all Partners holding the same class or series of Partnership
Units on a uniform or pro rata basis. Any amendment consented to by any Partner shall be effective as to that Partner, notwithstanding
the absence of such Consent by any other Partner.


 


(d)            Notwithstanding
Section 14.1(a) or Section 14.1(b), the General Partner shall not amend Sections 4.2(a), 7.5,
7.6, 11.2 or 14.2 without the Consent of Limited Partners holding a majority of the Percentage Interests of the
Limited Partners.


 


Section 14.2.     Meetings
of the Partners


 


(a)            Subsequent
to the Initial Public Offering, meetings of the Partners may be called by the General Partner and shall be called upon the receipt by
the General Partner of a written request by Limited Partners (other than the Company) holding twenty-five percent (25%) or more of the
Partnership Interests. The request shall state the nature of the business to be transacted. Notice of any such meeting shall be given
to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. Partners may vote
in person or by proxy at such meeting. Whenever the vote or Consent of the Partners is permitted or required under this Agreement, such
vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a).
Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Limited
Partners shall control.


 



    57


     


    




(b)            Any
action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth
the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required
by this Agreement). Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote
of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement). Such
consent shall be filed with the General Partner. An action so taken shall be deemed to have been taken at a meeting held on the effective
date so certified.


 


(c)            Each
Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to
participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Limited
Partner or his or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless
otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation
to be effective upon the Partnership’s receipt of written notice of such revocation from the Limited Partner executing such proxy.


 


(d)            Each
meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to
such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate. Without limitation, meetings
of Partners may be conducted in the same manner as meetings of the shareholders of the Company and may be held at the same time, and
as part of, meetings of the shareholders of the Company.


 


ARTICLE 15


 


GENERAL PROVISIONS


 


Section 15.1.     Addresses
and Notice


 


Any notice, demand, request or report required
or permitted to be given or made to a Partner or Assignee under this Agreement shall be in writing and shall be deemed given or made
when delivered in person or when sent by first class United States mail or by other means of written communication to such Partner or
Assignee at the address set forth in Exhibit A or such other address of which such Partner shall notify the General Partner
in writing.


 


Section 15.2.     Further
Action


 


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


 



    58


     


    




Section 15.3.     Binding
Effect


 


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


 


Section 15.4.     Creditors


 


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


 


Section 15.5.     Waiver


 


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


 


Section 15.6.     Counterparts


 


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


 


Section 15.7.     Applicable
Law


 


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


 


Section 15.8.     Invalidity
of Provisions


 


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


 


Section 15.9.     Entire
Agreement


 


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


 


* * * * *




    59


     


    




IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first written above.


 


	 	GENERAL PARTNER:
	 	 	 
	 	Angel Oak Mortgage OP GP, LLC
	 	 	 
		By:	/s/ Dory Black
	 	 	Name: Dory Black
	 	 	Title: General Counsel and Secretary



 


	 	LIMITED PARTNERS:
	 	 	 
	 	Angel Oak Mortgage, Inc.
	 	 	 
		By:	/s/ Brandon Filson
	 	 	Name: Brandon Filson
	 	 	Title: Chief Financial Officer and Treasurer



 


SIGNATURE PAGE TO A&R LIMITED PARTNERSHIP
AGREEMENT OF ANGEL OAK MORTGAGE OPERATING PARTNERSHIP, LP


 



    


     


    




EXHIBIT A


 


Partners’
Contributions and Partnership Interests+


 


(As of June 21, 2021)


 


	
    Name and Address

    of Partner 
	 	
    Cash

    Contribution
	 	 	
    Agreed Value of

    Contributed Property
	 	 	
    Total

    Contribution
	 	
    Partnership

    Units
	 	
    Percentage

    Interest 

	
    

    General Partner:

    
	 	 	 	 	 	 	 	 	 	 	 	 
	Angel Oak Mortgage OP GP, LLC

3344 Peachtree Road NE, Suite 1725 

Atlanta, Georgia 30326 	 	 	 	 	 	 	 	 	 	 	 	1.0% general partner
	Limited Partners: 	 	 	 	 	 	 	 	 	 	 	 	 
	Angel Oak Mortgage, Inc.

3344 Peachtree Road NE, Suite 1725 

Atlanta, Georgia 30326 	 	$176,799,997+*	 	 	$298,756,950+	 	 	$475,556,947+*	 	25,502,997+	 	99% limited partner



 


+ Subject to change as a result of subsequent contributions by the
Limited Partners


 


* Constitutes gross proceeds from REIT Share Offerings in accordance
with Section 4.3 hereof.


 




    A-1


     


    




EXHIBIT B


 


Capital
Account Maintenance


 


		1.	Capital Accounts of the Partners



 


(a)            The
Partnership shall maintain for each Partner a separate Capital Account in accordance with the rules of Regulations Section 1.704-l(b)(2)(iv).
Such Capital Account shall be increased by (i) the amount of all Capital Contributions and any other deemed contributions made by
such Partner to the Partnership pursuant to the Agreement; and (ii) all items of Partnership income and gain (including income and
gain exempt from tax) computed in accordance with Section 1(b) and allocated to such Partner pursuant to Section 6.1(a) of
the Agreement and Exhibit C, and decreased by (x) the amount of cash or Agreed Value of all actual and deemed distributions
of cash or property made to such Partner pursuant to the Agreement, and (y) all items of Partnership deduction and loss computed
in accordance with Section 1(b) and allocated to such Partner pursuant to Section 6.1(b) of the Agreement and Exhibit C.


 


(b)            For
purposes of computing the amount of any item of Net Income or Net Loss to be reflected in the Partners’ Capital Accounts, unless
otherwise specified in the Agreement, the determination, recognition and classification of any such item shall be the same as its determination,
recognition and classification for federal income tax purposes determined in accordance with Code Section 703(a) (for this
purpose all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall
be included in taxable income or loss), with the following adjustments:


 


(1)            Except
as otherwise provided in Regulations Section 1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss and deduction
shall be made without regard to any election under Code Section 754 which may be made by the Partnership; provided, that
the amounts of any adjustments to the adjusted bases of the assets of the Partnership made pursuant to Code Section 734 as a result
of the distribution of property by the Partnership to a Partner (to the extent that such adjustments have not previously been reflected
in the Partners’ Capital Accounts) shall be reflected in the Capital Accounts of the Partners in the manner and subject to the
limitations prescribed in Regulations Section 1.704-1(b)(2)(iv)(m)(4).


 


(2)            The
computation of all items of income, gain, and deduction shall be made without regard to the fact that items described in Code Sections
705(a)(1)(B) or 705(a)(2)(B) are not includable in gross income or are neither currently deductible nor capitalized for federal
income tax purposes.


 


(3)            Any
income, gain or loss attributable to the taxable disposition of any Partnership property shall be determined as if the adjusted basis
of such property as of such date of disposition were equal in amount to the Partnership’s Carrying Value with respect to such property
as of such date.


 



    B-1


     


    




(4)            In
lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss,
there shall be taken into account Depreciation for such fiscal year.


 


(5)            In
the event the Carrying Value of any Partnership asset is adjusted pursuant to Section 1(d), the amount of any such adjustment shall
be taken into account as gain or loss from the disposition of such asset.


 


(6)            Notwithstanding
any other provision of this Section 1(b), any items that are specially allocated pursuant to Exhibit C or Section 6.1(c) of
the Agreement shall not be taken into account for purposes of computing Net Income or Net Loss.


 


The amounts of the items of Partnership income,
gain, loss or deduction available to be specially allocated pursuant to Exhibit C or Section 6.1(c) of the
Agreement shall be determined by applying rules analogous to those set forth in Sections 1(b)(1) through 1(b)(5) above.


 


(c)            Generally,
a transferee (including an Assignee) of a Partnership Unit shall succeed to a pro rata portion of the Capital Account of the transferor.


 


(d)    
       (1)           Consistent with
the provisions of Regulations Section 1.704-1(b)(2)(iv)(f), and as provided in Section 1(d)(2), the Carrying Value of
all Partnership assets shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such
Partnership property, as of the times of the adjustments provided in Section 1(d)(2), as if such Unrealized Gain or Unrealized
Loss had been recognized on an actual sale of each such property and allocated pursuant to Section 6.1 of the
Agreement.


 


(2)          Such
adjustments shall be made as of the following times: (a) immediately prior to the acquisition of an additional interest in the
Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) immediately prior to
the distribution by the Partnership to a Partner of more than a de minimis amount of property as consideration for an interest in the
Partnership; (c) in connection with the grant of an interest (including LTIP Units) in the Partnership (other than a de minimis
interest), as consideration for the provision of services to or for the benefit of the Partnership by an existing Partner acting in a
partner capacity or by a new partner acting in a partner capacity or in anticipation of being a partner; and (d) immediately prior
to the liquidation of the Partnership within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided, however,
that adjustments pursuant to clauses (a), (b) and (c) above shall be made only if the General Partner determines that such
adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership.


 


(3)          In
accordance with Regulations Section 1.704-1(b)(2)(iv)(e), the Carrying Value of Partnership assets distributed in kind shall be
adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, as of the time
any such asset is distributed.


 



    B-2


     


    




(4)            The
Carrying Value of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets
pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account
in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and Section 1(b)(1) or Section 1(f) of
Exhibit C; provided, however, that Carrying Values shall not be adjusted pursuant to this Section 1(d)(4) to
the extent that an adjustment pursuant to Section 1(d)(2) is required in connection with a transaction that would otherwise
result in an adjustment pursuant to this Section 1(d)(4).


 


(5)            In
determining Unrealized Gain or Unrealized Loss for purposes of this Exhibit B, the aggregate cash amount and fair market
value of all Partnership assets (including cash or cash equivalents) shall be determined by the General Partner using such reasonable
method of valuation as it may adopt, or in the case of a liquidating distribution pursuant to Article 13 of the Agreement, shall
be determined and allocated by the Liquidator using such reasonable method of valuation as it may adopt. The General Partner, or the
Liquidator, as the case may be, shall allocate such aggregate value among the assets of the Partnership (in such manner as it determines
in its sole and absolute discretion to arrive at a fair market value for individual properties).


 


If the Carrying Value of an asset has been determined
or adjusted pursuant to Section 1(b)(2) or Section 1(b)(4), such Carrying Value shall thereafter be adjusted by the Depreciation
taken into account with respect to such asset, for purposes of computing Net Income and Net Loss.


 


(e)            The
provisions of the Agreement (including this Exhibit B and other Exhibits to the Agreement) relating to the maintenance of
Capital Accounts are intended to comply with Regulations Section 1.704-l(b), and shall be interpreted and applied in a manner consistent
with such Regulations. In the event the General Partner shall determine that it is prudent to modify (i) the manner in which the
Capital Accounts, or any debits or credits thereto (including debits or credits relating to liabilities which are secured by contributed
or distributed property or which are assumed by the Partnership, the General Partner, or the Limited Partners) are computed; or (ii) the
manner in which items are allocated among the Partners for federal income tax purposes, in order to comply with such Regulations or to
comply with Code Section 704(c), the General Partner may make such modification without regard to Article 14 of the Agreement;
provided, that it is not likely to have a material effect on the amounts distributed to any Person pursuant to this Agreement.
The General Partner also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital
Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s balance sheet, as computed for book
purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q); and (ii) make any appropriate modifications in the event
unanticipated events might otherwise cause the Agreement not to comply with Regulations Section 1.704-1(b). In addition, the General
Partner may adopt and employ such methods and procedures for (i) the maintenance of book and tax capital accounts; (ii) the
determination and allocation of adjustments under Code Sections 704(c), 734 and 743; (iii) the determination of Net Income, Net
Loss, taxable income, taxable loss and items thereof under the Agreement and pursuant to the Code; (iv) the adoption of reasonable
conventions and methods for the valuation of assets and the determination of tax basis; (v) the allocation of asset value and tax
basis; and (vi) conventions for the determination of cost recovery, depreciation and amortization deductions, as it determines in
its sole discretion are necessary or appropriate to execute the provisions of the Agreement, to comply with federal and state tax laws,
and are in the best interest of the Partners.


 



    B-3


     


    




		2.	No Interest



 


No interest shall be paid by the Partnership on
Capital Contributions or on balances in Partners’ Capital Accounts.


 


		3.	No Withdrawal



 


No Partner shall be entitled to withdraw any part
of his or its Capital Contribution or his or its Capital Account or to receive any distribution from the Partnership, except as provided
in Articles 4, 5, 8 and 13 of the Agreement.


 




    B-4


     


    




EXHIBIT C


 


Special
Allocation Rules


 


		1.	Special Allocation Rules



 


Notwithstanding any other provision of the Agreement
or this Exhibit C, the following special allocations shall be made in the following order:


 


(a)            Minimum
Gain Chargeback. Notwithstanding the provisions of Section 6.1 of the Agreement or any other provisions of this Exhibit C,
if there is a net decrease in Partnership Minimum Gain during any Partnership taxable year, then, subject to the exceptions set forth
in Regulations Sections 1.704-2(f)(2)-(5), each Partner shall be specially allocated items of Partnership income and gain for such year
(and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain,
as determined under Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to
the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall be determined in
accordance with Regulations Section 1.704-2(f)(6). This Section 1(a) is intended to comply with the minimum gain chargeback
requirements in Regulations Section 1.704-2(f) and shall be interpreted consistently therewith. Solely for purposes of this
Section 1(a), each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant
to Section 6.1 of the Agreement of Partner Minimum Gain during such Partnership taxable year.


 


(b)            Partner
Minimum Gain Chargeback. Notwithstanding any other provision of Section 6.1 of the Agreement or any other provisions of this
Exhibit C (except Section 1(a)), if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse
Debt during any Partnership taxable year, then, subject to the exceptions referred to in Regulations Section 1.704-2(i)(4), each
Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations
Section 1.704-2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent
years) in an amount equal to such Partner’s share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse
Debt, determined in accordance with Regulations Section 1.704-2(i)(5). Allocations pursuant to the previous sentence shall be made
in proportion to the respective amounts required to be allocated to each Partner pursuant thereto. The items to be so allocated shall
be determined in accordance with Regulations Section 1.704-2(i)(4). This Section 1(b) is intended to comply with the minimum
gain chargeback requirement in such Section of the Regulations and shall be interpreted consistently therewith. Solely for purposes
of this Section 1(b), each Partner’s Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant
to Section 6.1 of the Agreement or this Exhibit with respect to such Partnership taxable year, other than allocations pursuant
to Section 1(a).


 



    C-1


     


    




(c)            Qualified
Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Regulations
Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), and after giving effect to the allocations required
under Sections 1(a) and 1(b) such Partner has an Adjusted Capital Account Deficit, items of Partnership income and gain (consisting
of a pro rata portion of each item of Partnership income, including gross income and gain for the Partnership taxable year) shall
be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, its
Adjusted Capital Account Deficit created by such adjustments, allocations or distributions as quickly as possible. This Section 1(c) is
intended to constitute a qualified income offset under Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently
therewith.


 


(d)            Nonrecourse
Deductions. Nonrecourse Deductions for any Partnership taxable year shall be allocated to the Partners in accordance with their respective
Percentage Interests. If the General Partner determines in its good faith discretion that the Partnership’s Nonrecourse Deductions
must be allocated in a different ratio to satisfy the safe harbor requirements of the Regulations promulgated under Code Section 704(b),
the General Partner is authorized, upon notice to the Limited Partners, to revise the prescribed ratio to the numerically closest ratio
for such Partnership taxable year which would satisfy such requirements.


 


(e)            Partner
Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any Partnership taxable year shall be specially allocated to the Partner
who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable
in accordance with Regulations Section 1.704-2(i).


 


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


 


(g)            Curative
Allocations. The allocations set forth in Section 1(a) through 1(f) of this Exhibit C (the “Regulatory
Allocations”) are intended to comply with certain requirements of the Regulations under Code Section 704(b). The Regulatory
Allocations may not be consistent with the manner in which the Partners intend to divide Partnership distributions. Accordingly, the
General Partner is hereby authorized to divide other allocations of income, gain, deduction and loss among the Partners so as to prevent
the Regulatory Allocations from distorting the manner in which Partnership distributions will be divided among the Partners. In general,
the Partners anticipate that, if necessary, this will be accomplished by specially allocating other items of income, gain, loss and deduction
among the Partners so that the net amount of the Regulatory Allocations and such special allocations to each person is zero. However,
the General Partner will have discretion to accomplish this result in any reasonable manner; provided, however, that no
allocation pursuant to this Section 1(g) shall cause the Partnership to fail to comply with the requirements of Regulations
Sections 1.704-1(b)(2)(ii)(d), -2(e) or -2(i).


 



    C-2


     


    




		2.	Allocations for Tax Purposes



 


(a)            Except
as otherwise provided in this Section 2, for federal income tax purposes, each item of income, gain, loss and deduction shall be
allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated
pursuant to Section 6.1 of the Agreement and Section 1 of this Exhibit C.


 


(b)            In
an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss,
and deduction shall be allocated for federal income tax purposes among the Partners as follows:


 


(1)           (i)             In
the case of a Contributed Property, such items attributable thereto shall be allocated among the Partners, consistent with the principles
of Code Section 704(c) and the Regulations thereunder, and with the procedures and methods described in Section 10.2 of
the Agreement, to take into account the variation between the 704(c) Value of such property and its adjusted basis at the time of
contribution; and


 


(ii)            any
item of Residual Gain or Residual Loss attributable to a Contributed Property shall be allocated among the Partners in the same manner
as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1 of the Agreement and Section 1
of this Exhibit C.


 


(2)            (i)            In
the case of an Adjusted Property, such items shall


 


1.            first,
be allocated among the Partners in a manner consistent with the principles of Code Section 704(c) and the Regulations thereunder
to take into account the Unrealized Gain or Unrealized Loss attributable to such property and the allocations thereof pursuant to Exhibit B;
and


 


2.            second,
in the event such property was originally a Contributed Property, be allocated among the Partners in a manner consistent with Section 2(b)(1) of
this Exhibit C; and


 


(ii)            any
item of Residual Gain or Residual Loss attributable to an Adjusted Property shall be allocated among the Partners in the same manner
as its correlative item of “book” gain or loss is allocated pursuant to Section 6.1 of the Agreement and Section 1
of this Exhibit C.


 


(c)            To
the extent that the Treasury Regulations promulgated pursuant to Code Section 704(c) permit the Partnership to utilize alternative
methods to eliminate the disparities between the Carrying Value of property and its adjusted basis, the General Partner shall have the
authority to elect the method to be used by the Partnership and such election shall be binding on all Partners.


 



    C-3


     


    




		3.	No Withdrawal



 


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 provided in Articles
4, 5, 8 and 13 of the Agreement.


 




    C-4


     


    




EXHIBIT D


 


Notice
of Redemption


 


The undersigned Limited Partner hereby irrevocably
requests Angel Oak Mortgage Operating Partnership, LP, a Delaware limited partnership (the “Partnership”), to redeem
______________ Partnership Units in the Partnership in accordance with the terms of the Amended and Restated Limited Partnership Agreement
of the Partnership and the Redemption Right referred to therein; and the undersigned Limited Partner irrevocably (i) surrenders
such Partnership Units and all right, title and interest therein; and (ii) directs that the Cash Amount or REIT Shares Amount (as
determined by the Company) deliverable upon exercise of the Redemption Right be delivered to the address specified below, and if REIT
Shares are to be delivered, such REIT Shares be registered or placed in the name(s) and at the address(es) specified below. The
undersigned hereby represents, warrants, and certifies that the undersigned (a) has marketable and unencumbered title to such Partnership
Units, free and clear of the rights or interests of any other person or entity; (b) has the full right, power, and authority to
request such redemption and surrender such Partnership Units as provided herein; and (c) has obtained the consent or approval of
all persons or entities, if any, having the right to consent or approve such redemption and surrender of Partnership Units. The undersigned
Limited Partner further agrees that, in the event that any state or local property tax is payable as a result of the transfer of its
Partnership Units to the Partnership or the Company, the undersigned Limited Partner shall assume and pay such transfer tax.


 


Dated: ___________________________


 


	Name of Limited Partner:	 
	 	Please Print
	 	 
	 	 
	 	(Signature of Limited Partner)
	 	 
	 	 
	 	(Street Address)
	 	 
	 	 
	 	(City) (State) (Zip Code)
	 	 
	 	Signature Guaranteed by:
	 	 
	 	 


 


If REIT Shares are to be issued, issue to:


 


Name: ____________________________


 


Please insert social security or identifying
number:                                                                     





 



    D-1


     


    




EXHIBIT E


 


NOTICE
OF CONVERSION


 


The undersigned LTIP Unitholder hereby irrevocably
(i) elects to convert the number of LTIP Units in Angel Oak Mortgage Operating Partnership, LP (the “Partnership”) set
forth below into Partnership Units in accordance with the terms of the Amended and Restated Limited Partnership Agreement of the Partnership,
as it may be amended, supplemented or restated from time to time; and (ii) directs that any cash in lieu of Partnership Units that
may be deliverable upon such conversion be delivered to the address specified below. The undersigned hereby represents, warrants, and
certifies that the undersigned (a) has title to such LTIP Units, free and clear of the rights or interests of any other person or
entity other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such LTIP Units as provided
herein; and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consent or approve
such conversion.


 


	Conversion Date:	



 


	Name of LTIP Unitholder:	 
	 	(Please Print: Exact Name as Registered with Partnership)




 


	Number of LTIP Units to be Converted:	



 


	Date of this Notice:	



 


 


	(Signature of Limited Partner: Sign Exact Name as Registered with Partnership)




 


 


	(Street Address)                                           
     (City) (State) (Zip Code)




 


	Signature Guaranteed by:	 
	 





    E-1


     


    




EXHIBIT F


 


NOTICE
OF FORCED CONVERSION


 


Angel Oak Mortgage Operating Partnership, LP (the
 “Partnership”) hereby irrevocably elects to cause the number of LTIP Units held by the LTIP Unitholder set forth below to
be converted into Partnership Units in accordance with the terms of the Amended and Restated Limited Partnership Agreement of the Partnership,
as it may be amended, supplemented and restated from time to time.


 


	Conversion Date:	





 


	Name of LTIP Unitholder:	 
	 	(Please Print: Exact Name as Registered with Partnership)





 


	Number of LTIP Units to be Converted:	





 


	Date of this Notice:	








 



    F-1