Exhibit 10.2


 


 


 


 


 


  


EIGHTH
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT 


 


 


OF


 


 


BCI
IV Operating PARTNERSHIP LP


 


 


 


A DELAWARE LIMITED PARTNERSHIP


 


 


 


July 1, 2021


 






     


     


    

 


TABLE
OF CONTENTS


 


	Article 	1	DEFINED TERMS	2



 


	Article 	2	PARTNERSHIP FORMATION AND IDENTIFICATION	14






	 	2.1	Formation	14
	 	2.2	Name, Office and Registered Agent	14
	 	2.3	Partners	14
	 	2.4	Term and Dissolution	14
	 	2.5	Filing of Certificate and Perfection of Limited Partnership	15
	 	2.6	Certificates Describing Partnership Units and Special Partnership Units	15



 


	Article	3	BUSINESS OF THE PARTNERSHIP	16
	 	 	 	 
	Article	4	CAPITAL CONTRIBUTIONS AND ACCOUNTS	16






	 	4.1	Capital Contributions.	16
	 	4.2	Additional Capital Contributions and Issuances of Additional Partnership Interests	17
	 	4.3	Additional Funding	17
	 	4.4	Capital Accounts	18
	 	4.5	Percentage Interests	19
	 	4.6	No Interest On Contributions	19
	 	4.7	Return Of Capital Contributions	19
	 	4.8	No Third Party Beneficiary	19



 


	Article	5	PROFITS AND LOSSES; DISTRIBUTIONS	20






	 	5.1	Allocation of Profit and Loss	20
	 	5.2	Distribution of Cash	22
	 	5.3	REIT Distribution Requirements	25
	 	5.4	No Right to Distributions in Kind	25
	 	5.5	Limitations on Return of Capital Contributions	25
	 	5.6	Distributions Upon Liquidation	25
	 	5.7	Substantial Economic Effect	25



 


	Article	6	RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER	26






	 	6.1	Management of the Partnership	26
	 	6.2	Delegation of Authority	28
	 	6.3	Indemnification and Exculpation of Indemnitees	28
	 	6.4	Liability of the General Partner	29
	 	6.5	Reimbursement of General Partner	33
	 	6.6	Outside Activities	33
	 	6.7	Employment or Retention of Affiliates	34
	 	6.8	General Partner Participation	34
	 	6.9	Title to Partnership Assets	34
	 	6.10	Redemptions and Exchanges of REIT Shares	35
	 	6.11	No Duplication of Fees or Expenses	35



 






     


     


    

 


	Article	7	CHANGES IN GENERAL PARTNER	35






	 	7.1	Transfer of the General Partner’s Partnership Interest	35
	 	7.2	Admission of a Substitute or Additional General Partner	36
	 	7.3	Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner	37
	 	7.4	Removal of a General Partner	37



 


	Article	8	RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS	38






	 	8.1	Management of the Partnership	38
	 	8.2	Power of Attorney	38
	 	8.3	Limitation on Liability of Limited Partners	39
	 	8.4	Ownership by Limited Partner of Corporate General Partner or Affiliate	39
	 	8.5	Redemption Right	39
	 	8.6	Registration	41
	 	8.7	Distribution Reinvestment Plan	41



 


	Article	9	TRANSFERS OF LIMITED PARTNERSHIP INTERESTS	42






	 	9.1	Purchase for Investment	42
	 	9.2	Restrictions on Transfer of Limited Partnership Interests	42
	 	9.3	Admission of Substitute Limited Partner	43
	 	9.4	Rights of Assignees of Partnership Interests	44
	 	9.5	Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner	44
	 	9.6	Joint Ownership of Interests	44



 


	Article	10	BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS	48






	 	10.1	Books and Records	48
	 	10.2	Custody of Partnership Funds; Bank Accounts	48
	 	10.3	Fiscal and Taxable Year	48
	 	10.4	Annual Tax Information and Report	48
	 	10.5	Tax Matters Partner; Tax Elections; Special Basis Adjustments	49
	 	10.6	Reports to Limited Partners	50
	 	10.7	Safe Harbor Election	50



 


	Article	11	AMENDMENT OF AGREEMENT; MERGER	51
	 	 	 	 
	Article	12	GENERAL PROVISIONS	51






	 	12.1	Notices	51
	 	12.2	Survival of Rights	52
	 	12.4	Severability	52
	 	12.5	Entire Agreement	52
	 	12.6	Pronouns and Plurals	52
	 	12.7	Headings	52
	 	12.8	Counterparts	52
	 	12.9	Governing Law	52
	 	12.10	Effectiveness	52



 










     


     


    

 


EXHIBITS


 


	EXHIBIT A -	 Partners, Capital Contributions and Percentage Interests or Special Percentage
                                                          Interests



 


	EXHIBIT B -	 Notice of Exercise of Redemption Right






 






     


     


    

 



 


EIGHTH
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

BCI IV Operating Partnership LP


 


RECITALS


 


This Eighth Amended and Restated Limited Partnership
Agreement (this “Agreement”) is entered into as of July 1, 2021, between Black Creek Industrial REIT IV Inc., a Maryland corporation
(the “General Partner”) and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein
but not otherwise defined shall have the meanings given them in Article 1.


 


AGREEMENT


 


WHEREAS, the General Partner operates as a real
estate investment trust under the Internal Revenue Code of 1986, as amended;


 


WHEREAS, BCI IV Operating Partnership LP (the
 “Partnership”), was formed on August 12, 2014 as a limited partnership under the laws of the State of Delaware, pursuant
to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware on August 12, 2014;


 


WHEREAS, the General Partner contributed $200,000
to the Partnership in exchange for 20,000 Operating Partnership Units and BCI IV Advisors Group LLC, a Delaware limited liability company
(the “Former Sponsor”), contributed $1,000 to the Partnership in exchange for 100 Special Partnership Units;


 


WHEREAS, on July 1, 2021, the Former Sponsor
assigned and transferred all of its Special Partnership Units to BCI IV Advisors LLC, a Delaware limited liability company (the “Former
Advisor”);


 


WHEREAS, the General Partner and the Former Sponsor
are parties to the Seventh Amended and Restated Limited Partnership Agreement dated February 16, 2021 (the “Prior Agreement”),
which is amended and restated in its entirety hereby;


 


WHEREAS, Ares Commercial Real Estate Management
LLC, a Delaware limited liability company (the “Advisor”), and the Former Advisor entered into that certain Assignment and
Assumption Agreement dated as of the date hereof, pursuant to which, among other things, the Former Advisor assigned its rights and obligations
under the Prior Agreement to the Advisor and the Advisor assumed those rights and obligations (the “Assignment”);


 


WHEREAS, the parties hereto desire to amend and
restate the Prior Agreement in order to reflect the Assignment and certain other amendments;


 


WHEREAS, the General Partner desires to conduct
its current and future business through the Partnership;


 


WHEREAS, in furtherance of the foregoing, the
General Partner has contributed and desires to continue to contribute certain assets to the Partnership from time to time;


 


WHEREAS, in exchange for the General Partner’s
contribution of assets, the Partnership has issued and will continue to issue Partnership Units to the General Partner in accordance with
the terms of this Agreement;


 


WHEREAS, in furtherance of the Partnership’s
business, the Partnership may acquire Properties and other assets from time to time by means of the contribution of such Properties or
other assets to the Partnership by the owners thereof in exchange for Partnership Units;


 


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


 






     


     


    

 


NOW, THEREFORE, in consideration of the foregoing,
of mutual covenants between the parties hereto, and of other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree that this Agreement is hereby entered
into and adopted in its entirety as follows:


 


Article
1

DEFINED TERMS


 


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


 


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


 


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


 


“ADDITIONAL SECURITIES”
means any additional REIT Shares (other than REIT Shares issued in connection with a redemption pursuant to Section 8.5 hereof or REIT
Shares issued pursuant to a distribution reinvestment plan of the General Partner) or rights, options, warrants or convertible or exchangeable
securities containing the right to subscribe for or purchase REIT Shares, as set forth in Section 4.2(a)(ii).


 


“ADMINISTRATIVE EXPENSES”
means (i) all administrative and operating costs and expenses incurred by the Partnership, (ii) those administrative costs and expenses
of the General Partner, including any salaries or other payments to directors, officers or employees of the General Partner, and any accounting
and legal expenses of the General Partner, which expenses, the Partners have agreed, are expenses of the Partnership and not the General
Partner, (iii) costs and expenses relating to the formation and continuity of existence and operation of the General Partner and any Subsidiaries
thereof (which Subsidiaries shall, for purposes hereof, be included within the definition of General Partner), including taxes, fees and
assessments associated therewith, any and all costs, expenses or fees payable to any director, officer or employee of the General Partner,
(iv) costs and expenses relating to any Offering and registration of securities by the General Partner and all statements, reports, fees
and expenses incidental thereto, including, without limitation, underwriting discounts and selling commissions applicable to any such
Offering, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or placement
agents thereof, (v) costs and expenses associated with any repurchase of any securities by the General Partner, (vi) costs and expenses
associated with the preparation and filing of any periodic or other reports and communications by the General Partner under federal, state
or local laws or regulations, including filings with the Commission, (vii) costs and expenses associated with compliance by the General
Partner with laws, rules and regulations promulgated by any regulatory body, including the Commission and any securities exchange, (viii)
costs and expenses associated with any 401(k) plan, incentive plan, bonus plan or other plan providing for compensation for the employees
of the General Partner, (ix) costs and expenses incurred by the General Partner relating to any issuing or redemption of Partnership Interests
and (x) all other operating or administrative costs of the General Partner incurred in the ordinary course of its business on behalf of
or in connection with the Partnership; provided, however, that Administrative Expenses shall not include any administrative
costs and expenses incurred by the General Partner that are attributable to Properties or partnership interests in a Subsidiary Partnership
that are owned by the General Partner directly.


 






    2 


     


    

 


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


 


“ADVISORY AGREEMENT”
means the agreement between the General Partner, the Partnership and the Advisor pursuant to which the Advisor will direct or perform
the day-to-day business affairs of the General Partner.


 


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


 


“AFFIRMATION DATE” has the meaning
provided in Section 8.5(a).


 


“AGGREGATE SHARE OWNERSHIP
LIMIT” shall have the meaning set forth in the Charter.


 


“AGREED VALUE”
means the fair market value of a Partner’s non-cash Capital Contribution as of the date of contribution as agreed to by such Partner
and the General Partner. The names and addresses of the Partners, number and Class or Series of Partnership Units or Special Partnership
Units issued to each Partner, and the Agreed Value of non-cash Capital Contributions as of the date of contribution are set forth on Exhibit
A.


 


“AGREEMENT” means
this Seventh Amended and Restated Limited Partnership Agreement, as amended, modified supplemented or restated from time to time, as the
context requires.


 






    3 


     


    

 


“ANNUAL TOTAL RETURN
AMOUNT” means the overall investment return, expressed as a dollar amount per Partnership Unit, which shall be equal to the sum
of (1) the Weighted-Average Distributions per Partnership Unit over the applicable period, and (2) the Ending VPU, adjusted to remove
the negative impact on the overall investment return from the payment or the obligation to pay, or distribute, as applicable, the Performance
Allocation and Class-Specific Fees, less the Beginning VPU.


 


“APPLICABLE PERCENTAGE”
has the meaning provided in Section 8.5(b) hereof.


 


“ASSET” means
any Property, Mortgage, other debt or other investment (other than investments in bank accounts, money market funds or other current assets)
owned by the General Partner, directly or indirectly through one or more of its Affiliates.


 


“BEGINNING VPU”
means the VPU determined as of the end of the most recent month prior to the commencement of the applicable period.


 


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


 


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


 


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


 


“CASH AMOUNT”
means an amount of cash per Partnership Unit equal to the applicable Redemption Price determined by the General Partner.


 


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


 






    4 


     


    

 


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


 


“CLASS” means
a class of REIT Shares or Partnership Units, as the context may require.


 


“CLASS I REIT SHARES”
means the REIT Shares classified as Class I common shares in the Charter.


 


“CLASS I UNIT”
means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class I Unit as provided in this Agreement.


 


“CLASS-SPECIFIC FEES”
means any Distribution Fee expenses accrued or allocated directly or indirectly to a particular Class or Series of Partnership Units or
REIT Shares.


 


“CLASS T CONVERSION
RATE” means the fraction, the numerator of which is the Net Asset Value Per Unit for each Class T Unit and the denominator of which
is the Net Asset Value Per Unit for each Class I Unit.


 


“CLASS T REIT SHARES”
means the REIT Shares classified as Class T common shares in the Charter.


 


“CLASS T UNIT”
means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class T Unit as provided in this Agreement, and shall
be a Series 1 Class T Unit, a Series 2 Class T Unit or a Series 3 Class T Unit.


 


“CLASS W CONVERSION
RATE” means the fraction, the numerator of which is the Net Asset Value Per Unit for each Class W Unit and the denominator of which
is the Net Asset Value Per Unit for each Class I Unit.


 


“CLASS W REIT SHARES”
means the REIT Shares classified as Class W common shares in the Charter.


 


“CLASS W UNIT”
means a Partnership Unit entitling the holder thereof to the rights of a holder of a Class W Unit as provided in this Agreement.


 


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


 


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


 


“COMMON SHARE OWNERSHIP
LIMIT” shall have the meaning set forth in the Charter.


 


“CONTROL” means
the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person,
whether through ownership of voting securities or other beneficial interests, by contract or otherwise. “Controlled” and “Controlling”
shall have correlative meanings.


 






    5 


     


    

 


“CONVERSION FACTOR”
means 1.0, provided that in the event that the General Partner (i) declares or pays a dividend on its outstanding REIT Shares in REIT
Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares, (ii) subdivides its outstanding REIT Shares,
or (iii) combines its outstanding REIT Shares into a smaller number of REIT Shares, the Conversion Factor shall be adjusted by multiplying
the Conversion Factor by a fraction, the numerator of which shall be the number of REIT Shares issued and outstanding on the record date
for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision
or combination has occurred as of such time), and the denominator of which shall be the actual number of REIT Shares (determined without
the above assumption) issued and outstanding on such date and, provided further, that in the event that an entity other than an Affiliate
of the General Partner shall become General Partner pursuant to any merger, consolidation or combination of the General Partner with or
into another entity (the “Successor Entity”), the Conversion Factor shall be adjusted by multiplying the Conversion Factor
by the number of shares of the Successor Entity into which one REIT Share is converted pursuant to such merger, consolidation or combination,
determined as of the date of such merger, consolidation or combination. Any adjustment to the Conversion Factor shall become effective
immediately after the effective date of such event retroactive to the record date, if any, for such event; provided, however, that if
the General Partner receives a Notice of Redemption after the record date, but prior to the effective date of such dividend, distribution,
subdivision or combination, the Conversion Factor shall be determined as if the General Partner had received the Notice of Redemption
immediately prior to the record date for such dividend, distribution, subdivision or combination. A separate Conversion Factor shall be
determined for each Class or Series of Partnership Units (other than Series 2 Class T Units) by taking into account only the outstanding
REIT Shares having the same Class designation as the applicable Class of Partnership Units. The Conversion Factor for Series 2 Class T
Units shall equal the Conversion Factor for Series 1 Class T Units, multiplied by the Net Asset Value Per Unit for Series 2 Class T Units
and divided by the Net Asset Value Per Unit for Series 1 Class T Units.


 


“DEALER MANAGER”
means Black Creek Capital Markets, LLC or such other Person or entity selected by the board of directors of the General Partner to act
as the dealer manager for the Offering.


 


“DEFAULTING LIMITED
PARTNER” has the meaning provided in Section 5.2(d) hereof.


 


“DIRECTOR” shall
have the meaning set forth in the Charter.


 


“DISTRIBUTION FEE”
means any ongoing distribution fees, dealer manager fees or similar fees (as distinguished from up-front or one-time selling commissions
and dealer manager fees) payable pursuant to any dealer manager agreement between the General Partner and the Dealer Manager with respect
to outstanding REIT Shares or Partnership Units.


 


“DST PROPERTIES”
means real properties that meet the following criteria: (i) tenancy-in-common or Delaware statutory trust beneficial interests in such
properties have been sold by the General Partner or any of its Affiliates to third party investors and (ii) such properties are being
leased by the General Partner or any of its Affiliates from the tenancy-in-common or Delaware statutory trust third party investors.


 






    6 


     


    

 


“ENDING VPU” means
the VPU as of the end of the last month in the applicable period.


 


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


 


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


 


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


 


“FMV Option” means a fair market value
purchase option giving the Partnership the right, but not the obligation, to acquire Interests from holders thereof at a later time as
set forth in the applicable option agreement.


 


“GAAP” means generally accepted accounting
principles as in effect in the United States of America from time to time.


 


“GENERAL PARTNER”
means Black Creek Industrial REIT IV Inc., a Maryland corporation, and any Person who becomes a substitute or additional General Partner
as provided herein, and any of their successors as General Partner.


 


“GENERAL PARTNER LOAN”
has the meaning provided in Section 5.2(d) hereof.


 


“GENERAL PARTNERSHIP
INTEREST” means a Partnership Interest held by the General Partner that is a general partnership interest.


 


“HURDLE AMOUNT”
means for the applicable period, an amount equal to 5.0% of the Beginning VPU.


 


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


 






    7 


     


    

 


“INDEPENDENT DIRECTORS”
shall have the meaning set forth in the Charter.


 


“INTERESTS” means
beneficial interests in specific Delaware statutory trusts offered in Private Placements.


 


“INVESTOR SERVICING
FEE” means a fee paid to the dealer manager of the Private Placements equal to 0.85% per annum of the Net Asset Value Per Unit of
each Series 3 Class T Unit (calculated monthly in accordance with the Valuation Procedures and in this Agreement, as they may be amended
from time to time) which will be allocated to the holders of Class T OP Units through a reduction in their distributions


 


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


 


“LIMITED PARTNER”
means any Person named as a Limited Partner on Exhibit A attached hereto, including the Special OP Unitholder, and any Person who
becomes a Substitute Limited Partner, in such Person’s capacity as a Limited Partner in the Partnership. The Special OP Unitholder
shall have the same rights and preferences as a Limited Partner except as set forth in Sections 5.2(c), 8.5 and 9.2(a).


 


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


 


“LIQUIDITY EVENT” shall include, but
shall not be limited to, (i) a Listing, (ii) a sale, merger or other transaction in which the Stockholders either receive, or have the
option to receive, cash, securities redeemable for cash, and/or securities of a publicly traded company, and (iii) the sale of all or
substantially all of the General Partner’s Assets where Stockholders either receive, or have the option to receive, cash or other
consideration.


 


“LISTING” means
the listing or partial listing of the REIT Shares on a national securities exchange. Upon such Listing, the REIT Shares shall be deemed
 “Listed.”


 


“LOSS CARRYFORWARD”
means an amount that equaled zero as of July 1, 2017 and shall cumulatively increase by the absolute value of any negative Annual Total
Return Amount and decrease by any positive Annual Total Return Amount, provided that the Loss Carryforward shall at no time be less than
zero. The effect of the Loss Carryforward is that the recoupment of past Annual Total Return Amount losses will offset the positive Annual
Total Return Amount for purposes of the calculation of the Performance Allocation.


 


“MINIMUM LIMITED PARTNERSHIP
INTEREST” means the lesser of (i) 1% or (ii) if the total Capital Contributions to the Partnership exceeds $50 million,
1% divided by the ratio of the total Capital Contributions to the Partnership to $50 million; provided, however, that the Minimum Limited
Partnership Interest shall not be less than 0.2% at any time.


 






    8 


     


    

 


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


 


“NAV” means net
asset value, calculated pursuant to the Valuation Procedures.


 


“NAV CALCULATIONS”
means the calculations used to determine the NAV of the General Partner, the REIT Shares, the Partnership and the Partnership Units, all
as provided in the Valuation Procedures.


 


“NET ASSET VALUE PER UNIT” means, for
each Class or Series of Partnership Unit, the net asset value per unit of such Class or Series of Partnership Unit most recently determined
in accordance with the Valuation Procedures and in this Agreement.


 


“NET ASSET VALUE PER REIT SHARE” means,
for each Class of REIT Shares, the net asset value per share of such Class of REIT Shares most recently determined in accordance with
the Valuation Procedures and in this Agreement.


 


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


 


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


 


“OFFERING” means
the offer and sale of REIT Shares to the public.


 


“OP UNITHOLDERS”
means all holders of Partnership Interests other than the Special OP Unitholders.


 


“ORIGINAL LIMITED PARTNER”
means the Limited Partners designated as “Original Limited Partners” on Exhibit A hereto.


 


“PARTNER” means
any General Partner or Limited Partner.


 


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


 


“PARTNERSHIP”
means BCI IV Operating Partnership LP, a Delaware limited partnership.


 


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


 


“PARTNERSHIP LOAN”
has the meaning provided in Section 5.2(d) hereof.


 






    9 


     


    

 


“PARTNERSHIP NAV”
The NAV of the Partnership, calculated pursuant to the Valuation Procedures.


 


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


 


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


 


“PARTNERSHIP UNIT”
means a fractional, undivided share of the Partnership Interests of all Partners issued hereunder, including Class I Units, Class T Units,
and Class W Units but excluding the Partnership Interests represented by Special Partnership Units. The allocation of Partnership Units
of each Class and Series among the Partners shall be as set forth on Exhibit A, as such Exhibit may be amended from time to time.


 


“PERCENTAGE INTEREST”
means the percentage ownership interest in the Partnership of each Partner, as determined by dividing the Partnership Units owned by a
Partner by the total number of Partnership Units then outstanding. The Percentage Interest of each Partner shall be as set forth on Exhibit
A, as such Exhibit may be amended from time to time.


 


“PERFORMANCE ALLOCATION”
shall have the meaning set forth in Section 5.2(c).


 


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


 


“PRIVATE PLACEMENT” means a private
placement of Interests with respect to which the Partnership will be given a FMV Option.


 


“PROFIT” has the meaning provided in
Section 5.1(g) hereof.


 


“PROPERTY” means,
as the context requires, all or a portion of each Real Property acquired by the General Partner, directly or indirectly through joint
venture or co-ownership arrangements or other partnership or investment entities.


 


“PROSPECTUS” means
the same as that term is defined in Section 2(10) of the Securities Act, including a preliminary prospectus, an offering circular as described
in Rule 256 of the general rules and regulations under the Securities Act, or, in the case of an intrastate offering, any document by
whatever name known, utilized for the purpose of offering and selling REIT Shares to the public.


 






    10 


     


    

 


“REAL PROPERTY”
means land, rights in land (including leasehold interests), and any buildings, structures, improvements, furnishings, fixtures and equipment
located on or used in connection with land and rights or interests in land. Real estate-related securities and DST Properties shall also
be deemed Real Property for purposes of this definition.


 


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


 


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


 


“REDEMPTION PRICE”
means the Value of the REIT Shares Amount as of the end of the Specified Redemption Date.


 


“REDEMPTION RIGHT”
has the meaning provided in Section 8.5(a) hereof.


 


“REDEMPTION SHARES”
has the meaning provided in Section 8.6(a) hereof.


 


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


 


“REGULATORY ALLOCATIONS”
has the meaning set forth in Section 5.1(i) hereof.


 


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


 


“REIT SHARE” means
a common share of beneficial interest in the General Partner (or successor entity, as the case may be), including Class I REIT Shares,
Class T REIT Shares and Class W REIT Shares.


 


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


 


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


 






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


 


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


 


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


 


 


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


 


“SERIES” means a series of a Class
of Partnership Units, as the context may require.


 


“SERIES 1 CLASS T UNITS” means Class
T Units with the rights, privileges and obligations set forth for in this Agreement with respect to Series 1 Class T Units.


 


“SERIES 2 CLASS T UNITS” means Class
T Units with the rights, privileges and obligations set forth for in this Agreement with respect to Series 2 Class T Units.


 


“SERIES 3 CLASS T UNITS” means Class
T Units with the rights, privileges and obligations set forth for in this Agreement with respect to Series 3 Class T Units.


 


“SERVICE” means
the United States Internal Revenue Service.


 


“SPECIAL OP UNITHOLDERS”
means the holders of Special Partnership Units; provided, that, if such holders of Special Partnership Units own Partnership Units, then
such holders shall be Partners and not Special OP Unitholders with respect to such Partnership Units.


 


“SPECIAL PARTNERSHIP
UNIT” means a unit of a series of Partnership Interests, designated as Special Partnership Units, issued pursuant to Section 4.1.
The number of Special Partnership Units outstanding and the Special Percentage Interests in the Partnership represented by such Special
Partnership Units are set forth on Exhibit A, as such Exhibit may be amended from time to time. A holder of a Special Partnership
Unit shall have the same rights and preferences as a holder of a Partnership Unit under this Agreement that is a Limited Partner except
as set forth in Sections 5.2(c), 8.5, and 9.2(a).


 


“SPECIAL PERCENTAGE
INTEREST” shall mean the percentage ownership interest in the Special Partnership Units of each Special OP Unitholder, as determined
by dividing the Special Partnership Units owned by each Special OP Unitholder by the total number of Special Partnership Units then outstanding.
The Special Percentage Interest of each Partner shall be as set forth on Exhibit A, as such Exhibit may be amended from time to
time.


 






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“SPECIAL TRANSFEREE”
has the meaning provided in Section 8.5(a) hereof.


 


“SPECIFIED REDEMPTION
DATE” means, if the Affirmation Date is at least three business days before the end of a month, the last business day of such month,
and otherwise the last business day of the month following the month in which the Affirmation Date occurred..


 


“SPONSOR PARTIES”
has the meaning provided in Section 8.5(a) hereof.


 


“SRP” has the
meaning provided in Section 5.2(c)(iii) hereof.


 


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


 


“SUBSIDIARY PARTNERSHIP”
means any partnership of which the partnership interests therein are owned by the General Partner or a direct or indirect subsidiary of
the General Partner.


 


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


 


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


 


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


 


“TAX MATTERS PARTNER”
has the meaning described in Section 10.5(a) hereof.


 


“TENDERED UNITS”
has the meaning provided in Section 8.5(a) hereof.


 


“TENDERING PARTY”
has the meaning provided in Section 8.5(a) hereof.


 


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


 


“TOTAL EQUITY AMOUNT”
means the cash purchase price of Interests in a Private Placement less the amount of any loan from the Partnership or any of its affiliates
to finance a portion of such purchase price.


 


“TRANSACTION PRICE”
shall mean the most recently disclosed NAV per REIT Share; provided that the General Partner may, in its discretion, adjust the Transaction
Price to a price that the General Partner believes reflects the NAV per REIT Share more appropriately than the most recently disclosed
NAV per REIT Share, including by updating a previously disclosed Transaction Price, in cases where the General Partner believes there
has been a material change (positive or negative) to the NAV per REIT Share relative to the most recently disclosed NAV per REIT Share.


 


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


 






    13 


     


    

 


“VALUATION PROCEDURES” means the written
valuation procedures adopted by the Board of Directors of the General Partner, as such procedures may be amended from time to time, that
set forth the method by which the NAV per each Class of REIT Share and Class or Series of Partnership Unit shall be calculated. Pursuant
to such Valuation Procedures, certain Classes or Series of Partnership Units are each economically equivalent to the corresponding class
of REIT Shares. Series 2 Class T Units, however, are not economically equivalent to any Class of REIT Shares. Accordingly, the Net Asset
Value Per Unit of Series 2 Class T Units shall, upon their initial issuance, be set at the Net Asset Value Per Unit of Series 1 Class
T Units, and thereafter adjusted as described in the Valuation Procedures as if they were a separate Class of REIT Shares, taking into
account their specific economic terms (specifically, their specific dividends and ongoing Distribution Fees) set forth herein.


 


“VALUE” means, for each Class of REIT
Shares, the fair market value per share of that Class of REIT Shares which will equal: (i) if REIT Shares of that Class are Listed,
the average closing price per share for the previous thirty business days, or (ii) if REIT Shares of that Class are not Listed, the
Net Asset Value Per REIT Share for REIT Shares of that Class.


 


“VPU” means average value per Partnership
Unit, which on any given date shall be equal to (i) the Partnership NAV on such date, divided by (ii) the aggregate number of Partnership
Units of all Classes and Series outstanding on such date.


 


“WEIGHTED-AVERAGE DISTRIBUTIONS PER PARTNERSHIP
UNIT” shall mean, for a particular period of time, an amount equal to the ratio of (i) the aggregate distributions accrued in respect
of all Partnership Units during the applicable period, divided by (ii) the weighted-average number of Partnership Units of all classes
outstanding during the applicable period, calculated in accordance with GAAP applied on a consistent basis.


 


Article
2

PARTNERSHIP FORMATION AND IDENTIFICATION


 


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


 


2.2          
Name, Office and Registered Agent. The name of the Partnership is BCI IV Operating Partnership LP. The specified office
and place of business of the Partnership shall be 518 17th Street, 17th Floor, Denver, Colorado 80202. The General
Partner may at any time change the location of such office, provided the General Partner gives notice to the Partners of any such change.
The name and address of the Partnership’s registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange
Street, Wilmington, Delaware 19801. The sole duty of the registered agent as such is to forward to the Partnership any notice that is
served on him as registered agent.


 






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2.3         Partners.


 


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


 


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


 


2.4         Term
and Dissolution.


 


(a)  
The term of the Partnership shall be perpetual, except that the Partnership shall be dissolved upon the first to occur of any of
the following events:


 


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


 


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


 


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


 


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


 


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


 






    15 


     


    

 



 


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


 


This certificate is not negotiable.
The Partnership Units and Special Partnership Units represented by this certificate are governed by and transferable only in accordance
with the provisions of the Limited Partnership Agreement of BCI IV Operating Partnership LP, as amended from time to time.


 


Article
3

BUSINESS OF THE PARTNERSHIP


 


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


 


Article
4

CAPITAL CONTRIBUTIONS AND ACCOUNTS


 


4.1          
Capital Contributions. The General Partner and the Limited Partners have made capital contributions to the Partnership
in exchange for the Partnership Interests set forth opposite their names on Exhibit A, as such Exhibit may be amended from time
to time. The Partners shall own Partnership Units or Special 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. Notwithstanding the foregoing,
the General Partner may keep Exhibit A current through separate revisions to the books and records of the Partnership that reflect
periodic changes to the capital contributions made by the Partners and redemptions and other purchases of Partnership Units by the Partnership,
and corresponding changes to the Partnership Interests of the Partners, without preparing a formal amendment to this Agreement, provided
that such amendment shall be prepared upon the written request of any Limited Partner.


 






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4.2          
Classes and Series of Partnership Units. The General Partner is hereby authorized to cause
the Partnership to issue Partnership Units designated as Class T Units (which may be designated by the General Partner upon issuance as
Series 1 Class T Units, Series 2 Class T Units or Series 3 Class T Units; provided, that all Class T Units issued to the General Partner
shall be Series 1 Class T Units), Class W Units and Class I Units. Each such Class shall have the rights and obligations attributed to
that Class under this Agreement.


 


Immediately following the time (if any)
that the aggregate Investor Servicing Fees paid with respect to Series 3 Class T Units related to a single purchase of Interests in a
Private Placement equals or exceeds such percentage as set forth in any applicable agreement between the Dealer Manager and a participating
broker-dealer, provided that the Dealer Manager advises the General Partner’s transfer agent of the such percentage in writing)
of the Total Equity Amount, all such Series 3 Class T Units (or fraction thereof) shall automatically convert to a number of Class I Units
equal to the product of (a) the number of such Series 3 Class T Units and (b) the Value of Class T Units divided by the Value of Class
I Units.


 


4.3          
Additional Capital Contributions and Issuances of Additional Partnership Interests. Except as provided in this Section
4.3 or in Section 4.4, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership.
The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests
in respect thereof, in the manner contemplated in this Section 4.3. Limited Partnership Interests will be issued to the General Partner
in exchange for contributions by the General Partner to the capital of the Partnership of the proceeds received by the General Partners
from the issuance of REIT Shares.


 


(a)  
Issuances of Additional Partnership Interests.


 


(i)                
General. The General Partner is hereby authorized to cause the Partnership to issue such additional Partnership Interests
in the form of Partnership Units for any Partnership purpose at any time or from time to time, to the Partners (including the General
Partner) or to other Persons for such consideration and on such terms and conditions as shall be established by the General Partner in
its sole and absolute discretion, all without the approval of any Limited Partners, including but not limited to Partnership Units issued
in connection with the issuance of REIT Shares of or other interests in the General Partner, Class I Units issued to the Special OP Unitholders
in lieu of payments or distributions of the Performance Allocation, Partnership Units issued to the Advisor in lieu of cash fees pursuant
to the Advisory Agreement and Partnership Units issued in connection with acquisitions of properties. Any additional Partnership Interests
issued thereby may be issued in one or more Classes (including the Classes specified in this Agreement or any other Classes), or one or
more Series (including the Series specified in this Agreement or any other Series) of any of such Classes, with such designations, preferences
and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to Limited
Partnership Interests, all as shall be determined by the General Partner in its sole and absolute discretion and without the approval
of any Limited Partner, subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain,
loss, deduction and credit to each such Class or Series of Partnership Interests; (ii) the right of each such Class or Series of Partnership
Interests to share in Partnership distributions; and (iii) the rights of each such Class or Series of Partnership Interests upon dissolution
and liquidation of the Partnership; provided, however, that no additional Partnership Interests shall be issued to the General Partner
unless:


 


(1)  
(A) the additional Partnership Interests are issued in connection with an issuance of REIT Shares of or other interests in the
General Partner, which shares or interests have designations, preferences and other rights, all such that the economic interests are substantially
similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner by the
Partnership in accordance with this Section 4.3 (without limiting the foregoing, for example, the Partnership shall issue Partnership
Interests consisting of Class I Units to the General Partner in connection with the issuance of Class I REIT Shares, shall issue Partnership
Interests consisting of Class T Units to the General Partner in connection with the issuance of Class T REIT Shares and shall issue Class
W Units to the General Partner in connection with the issuance of Class W REIT Shares) and (B) the General Partner shall make a Capital
Contribution to the Partnership in an amount equal to the proceeds raised in connection with the issuance of such shares of stock of or
other interests in the General Partner;


 






     17


     


    

 


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


 


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


 


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


 


(ii)             
Upon Issuance of Additional Securities. The General Partner shall not issue any Additional Securities other than to all
holders of REIT Shares, unless (A) the General Partner shall cause the Partnership to issue to the General Partner, as the General Partner
may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having
designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional
Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise
of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership (without limiting the
foregoing, for example, the Partnership shall issue Partnership Interests consisting of Class I Units to the General Partner in connection
with the issuance of Class I REIT Shares, shall issue Partnership Interests consisting of Class T Units to the General Partner in connection
with the issuance of Class T REIT Shares and shall issue Partnership Interests consisting of Class W Units to the General Partner in connection
with the issuance of Class W REIT Shares); provided, however, that the General Partner is allowed to issue Additional Securities in connection
with an acquisition of a property to be held directly by the General Partner, but if and only if, such direct acquisition and issuance
of Additional Securities have been approved and determined to be in the best interests of the General Partner and the Partnership. Without
limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and
to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes
in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the
issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases
of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market
value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds
from such issuance to the Partnership.


 


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


 


4.4          
Additional Funding. If the General Partner determines that it is in the best interests of the Partnership to provide
for additional Partnership funds (“Additional Funds”) for any Partnership purpose, the General Partner may (i) cause the
Partnership to obtain such funds from outside borrowings, or (ii) elect to have the General Partner or any of its Affiliates provide
such Additional Funds to the Partnership through loans or otherwise, provided, however, that the Partnership may not borrow money from
its Affiliates, unless a majority of the Directors of the General Partner (including a majority of Independent Directors) not otherwise
interested in such transaction approve the transaction as being fair, competitive, and commercially reasonable and no less favorable
to the Partnership than comparable loans between unaffiliated parties.


 






     18


     


    

 


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


 


4.6          
Percentage Interests. If the number of outstanding Partnership Units increases or decreases during a taxable year,
each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase
or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership
Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant
to this Section 4.6, the Profits and Losses (and items thereof) for the taxable year in which the adjustment occurs shall be allocated
between the part of the year ending on the day when the Partnership’s property is revalued by the General Partner and the part
of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on
the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used
to allocate Profits and Losses (or items thereof) for the taxable year in which the adjustment occurs. The allocation of Profits and
Losses (or items thereof) for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation
of Profits and Losses (or items thereof) for the later part shall be based on the adjusted Percentage Interests.


 


4.7         
No Interest On Contributions. No Partner shall be entitled to interest on its Capital Contribution.


 


4.8         
Return Of Capital Contributions. No Partner shall be entitled to withdraw any part of its Capital Contribution or its
Capital Account or to receive any distribution from the Partnership, except as specifically provided in this Agreement. Except as otherwise
provided herein, there shall be no obligation to return to any Partner or withdrawn Partner any part of such Partner’s Capital
Contribution for so long as the Partnership continues in existence.


 


4.9          
No Third Party Beneficiary. No creditor or other third party having dealings with the Partnership shall have the right
to enforce the right or obligation of any Partner to make Capital Contributions or loans or to pursue any other right or remedy hereunder
or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and
may be enforced solely by, the parties hereto and their respective successors and assigns. None of the rights or obligations of the Partners
herein set forth to make Capital Contributions or loans to the Partnership shall be deemed an asset of the Partnership for any purpose
by any creditor or other third party, nor may such rights or obligations be sold, transferred or assigned by the Partnership or pledged
or encumbered by the Partnership to secure any debt or other obligation of the Partnership or of any of the Partners. In addition, it
is the intent of the parties hereto that no distribution to any Limited Partner shall be deemed a return of money or other property in
violation of the Act. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any
Limited Partner is obligated to return such money or property, such obligation shall be the obligation of such Limited Partner and not
of the General Partner. Without limiting the generality of the foregoing, a deficit Capital Account of a Partner shall not be deemed
to be a liability of such Partner nor an asset or property of the Partnership.


 






     19


     


    

 


Article
5

PROFITS AND LOSSES; DISTRIBUTIONS


 


5.1          
Allocation of Profit and Loss.


 


(a)  
General Partner Gross Income Allocation. There shall be specially allocated to the General Partner an amount of (i) first,
items of Partnership income and (ii) second, items of Partnership gain during each fiscal year or other applicable period, before any
other allocations are made hereunder, in an amount equal to the excess, if any, of the cumulative distributions made to the General Partner
under Section 6.5(b) hereof, over the cumulative allocations of Partnership income and gain to the General Partner under this Section
5.1(a).


 


(b)  
General Allocations. The items of Profit and Loss and deduction of the Partnership for each fiscal year or other applicable
period, other than any items allocated under Section 5.1(a), shall be allocated among the Partners in a manner that will, as nearly as
possible (after giving effect to the allocations under Section 5.1(a), 5.1(c), 5.1(d), 5.1(e), 5.1(h), 5.1(i) and 5.3) cause the Capital
Account balance of each Partner at the end of such fiscal year or other applicable period to equal (i) the amount of the hypothetical
distribution that such Partner would receive if the Partnership were liquidated on the last day of such period and all assets of the Partnership,
including cash, were sold for cash equal to their Carrying Values, taking into account any adjustments thereto for such period, all liabilities
of the Partnership were satisfied in full in cash according to their terms (limited with respect to each nonrecourse liability to the
Carrying Value of the assets securing such liability) and the remaining cash proceeds (after satisfaction of such liabilities) were distributed
in full pursuant to Section 5.6; minus (ii) the sum of such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse
Debt Minimum Gain and the amount, if any and without duplication, that the Partner would be obligated to contribute to the capital of
the Partnership, all computed as of the date of the hypothetical sale of assets. 


 


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


 






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


 


(e)  
Capital Account Deficits. Loss (or items of expense or loss) shall not be allocated to a Limited Partner to the extent that
such allocation would cause or increase a deficit in such Partner’s Capital Account at the end of any fiscal year (after reduction
to reflect the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6)) to exceed the sum of such Partner’s
shares of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, as determined in accordance with Regulations Sections 1.704-2(g)(1)
and 1.704-2(i)(5). Any Loss or item of expense or loss in excess of that limitation shall be allocated to the General Partner. After an
allocation to the General Partner under the immediately preceding sentence, to the extent permitted by Regulations Section 1.704-1(b),
Profit or items of income or gain shall be allocated to the General Partner in an amount necessary to offset the items allocated to the
General Partner under the immediately preceding sentence.


 


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


 


(g)  
Definition of Profit and Loss. “Profit” and “Loss” and any items of income, gain, expense, or loss
referred to in this Agreement shall be determined in accordance with federal income tax accounting principles, as modified by Regulations
Section 1.704-1(b)(2)(iv), except that Profit and Loss shall not include items of income, gain and expense that are specifically allocated
pursuant to Section 5.1(a), 5.1(c), 5.1(d), 5.1(e) or 5.1(h). All allocations of Profit and Loss (and all items contained therein) for
federal income tax purposes shall be identical to all allocations of such items set forth in this Section 5.1, except as otherwise required
by Section 704(c) of the Code and Regulations Section 1.704-1(b)(4). The General Partner shall have the authority to elect the method
to be used by the Partnership for allocating items of income, gain, and expense as required by Section 704(c) of the Code including a
method that may result in a Partner receiving a disproportionately larger share of the Partnership tax depreciation deductions, and such
election shall be binding on all Partners.


 






     21


     


    

 


(h)    Special
Allocations of Class-Specific Items. To the extent that any items of income, gain, loss or deduction of the General Partner are allocable
to a specific Class or Classes of REIT Shares as provided in the Prospectus, including, without limitation, Distribution Fees, such items,
or an amount equal thereto, shall be specially allocated to the Classes or Series of Partnership Units corresponding to such Class or
Classes of REIT Shares.


 


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


 


5.2          
Distribution of Cash.


 


(a)  
The Partnership may distribute cash on a monthly (or, at the election of the General Partner, more or less frequent) basis, in
an amount determined by the General Partner in its sole and absolute discretion, to the Partners who are Partners on the Partnership Record
Date with respect to such quarter (or other distribution period) in accordance with Section 5.2(b); provided, however, that if a new or
existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than a Partnership
Record Date, the cash distribution attributable to such additional Partnership Interest relating to the Partnership Record Date next following
the issuance of such additional Partnership Interest shall be reduced in the proportion equal to one minus (i) the number of days
that such additional Partnership Interest is held by such Partner bears to (ii) the number of days between such Partnership Record
Date and the immediately preceding Partnership Record Date.


 


(b)  
Except for distributions pursuant to Section 5.6 of this Agreement in connection with the dissolution and liquidation of the Partnership
and subject to the provisions of Sections 5.2(c), 5.2(d), 5.3, 5.5 of this Agreement, distributions shall be made to the Partners in accordance
with their respective Percentage Interests on the Partnership Record Date, provided that the aggregate distribution made hereunder to
the Class T Unitholders and the Class W Unitholders shall be reduced by the respective aggregate Distribution Fee payable by the General
Partner with respect to Class T REIT Shares and Class W REIT Shares with respect to such Record Date. In applying this Section 5.2(b),
the amount distributed per Partnership Unit of any Class may differ from the amount per Partnership Unit of another Class on account of
differences in Class-specific expense allocations with respect to REIT Shares as described in the Prospectus (and of corresponding special
allocations among Classes of Partnership Units in accordance with Section 5.1(h) hereof) or for other reasons as determined by the board
of directors of the General Partner. Any such differences shall correspond to differences in the amount of distributions per REIT Share
for REIT Shares of different Classes, with the same adjustments being made to the amount of distributions per Partnership Unit for Partnership
Units of a particular Class as are made to the distributions per REIT Share by the General Partner with respect to REIT Shares having
the same Class designation; provided, however, that distributions with respect to Series 2 Class T Units shall be adjusted in the same
manner but correspond to their specific Distribution Fee, which is equal to 0.35% per annum of the aggregate Net Asset Value Per Unit
of the outstanding Series 2 Class T Units.


 






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(c)  
Notwithstanding the foregoing, so long as the Advisory Agreement has not been terminated (including by means of non-renewal), the
Special OP Unitholders shall be entitled to a distribution (the “Performance Allocation”), promptly following the end of each
year (which shall accrue on a monthly basis) in an amount equal to:


 


(i)       the
lesser of (A) the amount equal to 12.5% of (1) the Annual Total Return Amount less (2) the Loss Carryforward, and (B) the amount equal
to (x) the Annual Total Return Amount, less (y) the Loss Carryforward, less (z) the Hurdle Amount;


 


multiplied by:


 


(ii)       the
weighted-average number of Partnership Units outstanding during the applicable year, calculated in accordance with GAAP as applied on
a consistent basis;


 


(iii)       
provided, that the Performance Allocation shall at no time be less than zero.


 


Except as described in the definition of Loss
Carryforward in this Agreement, any amount by which the Annual Total Return Amount falls below the Hurdle Amount will not be carried forward
to subsequent periods. If the Performance Allocation is distributable pursuant to this Section 5.2(c), the Special OP Unitholders shall
be entitled to such distribution even in the event that the total percentage return to OP Unitholders over any longer or shorter period,
or the total percentage return to any particular OP Unitholder over the same, longer or shorter period, has been less than the Annual
Total Return Amount used to calculate the Hurdle Amount. The Special OP Unitholders shall not be obligated to return any portion of any
Performance Allocation paid based on the General Partner’s or the Partnership’s subsequent performance.


 


If the Performance Allocation is being calculated
with respect to a year in which the General Partner completes a Liquidity Event, for purposes of determining the Annual Total Return Amount,
the change in VPU shall be deemed to equal the difference between the Ending VPU as of the end of the prior calendar year and the value
per Partnership Unit determined in connection with such Liquidity Event. In connection with a Listing, for purposes of determining the
Annual Total Return Amount, the change in VPU shall be deemed to equal the difference between the Ending VPU as of the end of the prior
calendar year and an amount equal to the market value of the Listed shares based upon the average closing price or, if the average closing
price is not available, the average of the bid and asked prices, for the 30-day period beginning 90 days after such Listing. Upon a Liquidity
Event other than a Listing, for purposes of determining the Annual Total Return Amount, the change in VPU shall be deemed to equal the
difference between the Ending VPU as of the end of the prior calendar year and an amount equal to the consideration per Fund Interest
received by holders of Fund Interests in connection with such Liquidity Event.


 


The Performance Allocation with respect to any
calendar year is distributable after the completion of the NAV Calculations for December of such year. The Performance Allocation shall
be distributable for each calendar year in which the Advisory Agreement is in effect, even if the Advisory Agreement is in effect for
a partial calendar year. If the Performance Allocation is distributable with respect to any partial calendar year, the Performance Allocation
shall be calculated based on the annualized total return amount determined using the total return achieved for the period of such partial
calendar year. In the event the Advisory Agreement is terminated or its term expires without renewal, the partial period Performance Allocation
shall be calculated and due and distributable upon the date of such termination or non-renewal. In such event, for purposes of determining
the Annual Total Return Amount, the change in VPU shall be determined based on a good faith estimate of what the NAV Calculations would
be as of that date; provided, that, if the Advisory Agreement is terminated with respect to a Liquidity Event, the Performance Allocation
will be due and distributable in connection with such Liquidity Event and the Annual Total Return Amount will be calculated as set forth
in in this Section 5.2(c). Notwithstanding anything to the contrary in this paragraph, upon the triggering of a Pro-Rata Period as defined
in the General Partner’s share redemption program in effect as of the date hereof (as it may be amended from time to time, the “SRP”),
distribution of the Performance Allocation shall be deferred until all REIT Share redemption requests under the SRP are satisfied.


 






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In the event the Partnership commences a liquidation
of its Assets during any calendar year, the Special OP Unitholders shall be distributed the Performance Allocation from the proceeds of
the liquidation and the Performance Allocation shall be calculated at the end of the liquidation period prior to the distribution of the
liquidation proceeds to the OP Unitholders. The calculation of the Performance Allocation for any partial year shall be calculated consistent
with the applicable provisions of this Section 5.2(c).


 


At the election of the Special OP Unitholders,
all or a portion of the Performance Allocation shall be paid instead to the Advisor as a fee as set forth in Paragraph 9(a) of the Advisory
Agreement. If the Special OP Unitholders do not elect on or before the first day of a calendar year to have all or a portion of the Performance
Allocation paid as a fee to the Advisor, then the Performance Allocation shall be distributable to the Special OP Unitholders as set forth
in this Section 5.2(c).


 


The Performance Allocation may be payable in cash
or as a distribution of Class I Units or any combination thereof at the election of the Special OP Unitholders. If the Special OP Unitholders
elect to receive such distributions in Class I Units, the Special OP Unitholders will receive the number of Class I Units that results
from dividing an amount equal to the value of the Performance Allocation by the NAV per Class I Unit at the time of such distribution.
If the Special OP Unitholders elect to receive such distributions in Class I Units, the Special OP Unitholders may request the Partnership
to redeem such Class I Units from the Special OP Unitholders at any time thereafter pursuant to Section 8.5.


 


The measurement of the change in VPU for the purpose
of calculating the Annual Total Return Amount is subject to adjustment by the board of directors of the General Partner to account for
any dividend, split, recapitalization or any other similar change in the Partnership’s capital structure or any distributions that
the board of directors of the General Partner deems to be a return of capital if such changes are not already reflected in the Partnership’s
net assets.


 


The Partnership shall not calculate or accrue the
Performance Allocation with respect to any year in which the General Partner has not determined an initial VPU in accordance with the
Valuation Procedures.


 


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


 






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Any amounts treated as a Partnership
Loan or a General Partner Loan pursuant to this Section 5.2(d) shall bear interest at the lesser of (i) the base rate on corporate loans
at large United States money center commercial banks, as published from time to time in The Wall Street Journal, or (ii) the maximum lawful
rate of interest on such obligation, such interest to accrue from the date the Partnership or the General Partner, as applicable, is deemed
to extend the loan until such loan is repaid in full.


 


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


 


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


 


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


 


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


 


5.6          
Distributions Upon Liquidation.  Immediately before liquidation of the Partnership, Class T Units will automatically
convert to Class I Units at the Class T Conversion Rate and Class W Units will automatically convert to Class I Units
at the Class W Conversion Rate. Upon liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations
of the Partnership, including any Partner loans, and after making the distribution to the Special OP Unitholders (or payment to the Advisor,
as applicable) called for by Section 5.2(c) in connection with a liquidation of the Partnership (which shall be deemed the liquidating
distribution for the Special OP Unitholders) any remaining assets of the Partnership shall be distributed to all Partners such that the
holder of each Partnership Unit receives an amount equal to the Net Asset Value Per Unit for each Partnership Unit held. If, however,
the remaining assets of the Partnership are not sufficient to pay in full the Net Asset Value Per Unit for each Partnership Unit, then
the holders of Partnership Units of each Class or Series shall be distributed an amount equal to the product of (i) the remaining
assets of the Partnership that are legally available for distribution to the Partners and (ii) the quotient obtained by dividing
(A) the net asset value of the Partnership allocable to such Class or Series of Partnership Units by (B) the aggregate net
asset value of the Partnership, all as calculated as described in the Valuation Procedures. Amounts to be distributed to the holders
of each Class or Series of Partnership Units shall be distributed among those holders in proportion to the number of Units of that Class
or Series held by each holder. After application of the foregoing, any remaining assets available for distribution to the Partners shall
be distributed to the Partners in accordance with their Percentage Interests.


 


Notwithstanding any other
provision of this Agreement, the amount by which the value, as determined in good faith by the General Partner, of any property other
than cash to be distributed in kind to the Partners exceeds or is less than the Carrying Value of such property shall, to the extent not
otherwise recognized by the Partnership, be taken into account in computing Profit and Loss of the Partnership for purposes of crediting
or charging the Capital Accounts of, and distributing proceeds to, the Partners, pursuant to this Agreement. To the extent deemed advisable
by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds
are available to pay any contingent debts or obligations.


 


5.7          
Substantial Economic Effect. It is the intent of the Partners that the allocations of Profit and Loss, under this Agreement
have substantial economic effect (or be consistent with the Partners’ interests in the Partnership in the case of the allocation
of losses attributable to nonrecourse debt) within the meaning of Section 704(b) of the Code as interpreted by the Regulations promulgated
pursuant thereto. Article 5 and other relevant provisions of this Agreement shall be interpreted in a manner consistent with such intent.


 






     25


     


    

 


Article
6

RIGHTS, OBLIGATIONS AND

POWERS OF THE GENERAL PARTNER


 


6.1          
Management of the Partnership.


 


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


 


(i)                
to acquire, purchase, own, operate, lease, dispose and exchange of any Assets, that the General Partner determines are necessary
or appropriate or in the best interests of the business of the Partnership;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     26


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     27


     


    

 


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


 


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


 


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


 


6.3          
Indemnification and Exculpation of Indemnitees.


 


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


 


(b)  
The Partnership shall reimburse an Indemnitee for reasonable expenses incurred by an Indemnitee who is a party to a proceeding
in advance of the final disposition of the proceeding upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of
the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in
this Section 6.3 has been met, and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately
be determined that the standard of conduct has not been met.


 


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


 


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


 


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


 






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


 


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


 


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


 


6.4          
Liability of the General Partner.


 


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


 


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


 






     29


     


    

 



 


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


 


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


 


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


 


6.5          
Reimbursement of General Partner.


 


(a)  
Except as provided in this Section 6.5 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.


 


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


 


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


 



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6.7          
Employment or Retention of Affiliates.


 


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


 


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


 


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


 


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


 


6.8          
General Partner Participation. The General Partner agrees that all business activities of the General Partner, including activities
pertaining to the acquisition, development or ownership of any Asset shall be conducted through the Partnership or one or more Subsidiary
Partnerships; provided, however, that the General Partner is allowed to make a direct acquisition, but if and only if, such acquisition
is made in connection with the issuance of Additional Securities, which direct acquisition and issuance have been approved and determined
to be in the best interests of the General Partner and the Partnership by a majority of the Independent Directors.


 


6.9          
Title to Partnership Assets. Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible,
shall be deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively, shall have any ownership interest
in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership,
the General Partner or one or more nominees, as the General Partner may determine, including Affiliates of the General Partner. The General
Partner hereby declares and warrants that any Partnership assets for which legal title is held in the name of the General Partner or any
nominee or Affiliate of the General Partner shall be held by the General Partner for the use and benefit of the Partnership or one or
more Subsidiary Partnerships in accordance with the provisions of this Agreement; provided, however, that the General Partner shall use
its commercially 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.


 






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6.10      
Redemptions and Exchanges of REIT Shares.


 


(a)  
Redemptions. In the event the General Partner redeems any REIT Shares, then the General Partner shall cause the Partnership
to purchase from the General Partner a number of Partnership Units having the same Class designation as the redeemed REIT Shares (and
always Series 1 of such Class of Partnership Units, if there are multiple Series) as determined based on the application of the Conversion
Factor for that Class and Series of Partnership Units on the same terms that the General Partner redeemed such REIT Shares. Moreover,
if the General Partner makes a cash tender offer or other offer to acquire REIT Shares (and always Series 1 of such Class of Partnership
Units, if there are multiple Series), then the General Partner shall cause the Partnership to make a corresponding offer to the General
Partner to acquire an equal number of Partnership Units held by the General Partner that have the same Class designation as the REIT Shares
that are subject to the offer. In the event any REIT Shares are redeemed by the General Partner pursuant to such offer, the Partnership
shall redeem an equivalent number of the General Partner’s Partnership Units having the same Class designation as the redeemed REIT
Shares (and always Series 1 of such Class of Partnership Units, if there are multiple Series) for an equivalent purchase price based on
the application of the Conversion Factor for that Class and Series of Partnership Units.


 


(b)  
Exchanges. If the General Partner exchanges any REIT Shares of any Class (“Exchanged REIT Shares”) for REIT
Shares of a different Class (“Received REIT Shares”), then the General Partner shall, and shall cause the Partnership to,
exchange a number of Partnership Units having the same Class designation as the Exchanged REIT Shares, as determined based on the application
of the Conversion Factor, for Partnership Units having the same Class designation as the Received REIT Shares on the same terms that the
General Partner exchanged the Exchanged REIT Shares. The exchange of Units shall occur automatically after the close of business on the
applicable date of the exchange of REIT Shares, as of which time the holder of a Class of Units having the same designation as the Exchanged
REIT Shares 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 applicable number of Units having the same designation as the Received REIT Shares.


 


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


 


Article
7

CHANGES IN GENERAL PARTNER


 


7.1          
Transfer of the General Partner’s Partnership Interest.


 


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


 


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


 


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


 


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


 






    35


     


    

 


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


 


(c)  
Notwithstanding Section 7.1(b), the General Partner may merge with or into or consolidate with another entity if immediately after
such merger or consolidation (i) substantially all of the assets of the successor or surviving entity (the “Survivor”), other
than Partnership Units held by the General Partner, are contributed, directly or indirectly, to the Partnership as a Capital Contribution
in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Survivor
in good faith and (ii) the Survivor expressly agrees to assume all obligations of the General Partner, as appropriate, hereunder. Upon
such contribution and assumption, the Survivor shall have the right and duty to amend this Agreement as set forth in this Section 7.1(c).
The Survivor shall in good faith arrive at a new method for the calculation of the Cash Amount, the REIT Shares Amount and Conversion
Factor for a Partnership Unit of each Class and Series after any such merger or consolidation so as to approximate the existing method
for such calculation as closely as reasonably possible. Such calculation shall take into account, among other things, the kind and amount
of securities, cash and other property that was receivable upon such merger or consolidation by a holder of REIT Shares of each Class
or options, warrants or other rights relating thereto, and which a holder of Partnership Units of any Class or Series could have acquired
had such Partnership Units been exchanged immediately prior to such merger or consolidation. Such amendment to this Agreement shall provide
for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for
with respect to the Conversion Factor for each Class or Series of Partnership Units. The Survivor also shall in good faith modify the
definition of REIT Shares and make such amendments to Section 8.5 so as to approximate the existing rights and obligations set forth in
Section 8.5 as closely as reasonably possible. The above provisions of this Section 7.1(d) shall similarly apply to successive mergers
or consolidations permitted hereunder.


 


Subject to Section 6.4(b),
in respect of any transaction described in this Section 7.1, the General Partner shall use its commercially reasonable efforts to structure
such transaction to avoid causing the Limited Partners to recognize a gain for federal income tax purposes by virtue of the occurrence
of or their participation in such transaction, provided such efforts are consistent with the exercise of the fiduciary duties of the board
of directors of the General Partner to the shareholders of the General Partner under applicable law.


 


(d)  
Notwithstanding Section 7.1(b),


 


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


 


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


 


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


 






    36


     


    

 


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


 


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


 


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


 


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


 


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


 


(b)  
Following the occurrence of an Event of Bankruptcy as to the sole remaining General Partner (and its removal pursuant to Section
7.4(a) hereof) or the death, withdrawal, removal or dissolution of the sole remaining General Partner (except that, if a General Partner
is, on the date of such occurrence, a partnership, the withdrawal of, death, dissolution, Event of Bankruptcy as to, or removal of a partner
in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued
by the remaining partner or partners), the Limited Partners, within ninety (90) days after such occurrence, may elect to continue the
business of the Partnership for the balance of the term specified in Section 2.4 hereof by selecting, subject to Section 7.2 hereof and
any other provisions of this Agreement, a substitute General Partner by consent of the Limited Partners holding a majority of the Percentage
Interests of all Limited Partners. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General
Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed
by this Agreement.


 


7.4          
Removal of a General Partner.


 


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


 






    37


     


    

 


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


 


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


 


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


 


Article
8

RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS


 


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


 


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


 






    38


     


    

 


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


 


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


 


8.5          
Redemption Right.


 


(a)  
 Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Partnership
and one or more Limited Partners with respect to Partnership Units held by them, each Limited Partner other than the General Partner,
after holding any Class or Series of Partnership Units for at least one year (such Partnership Units, “Eligible Units”), shall
have the right (subject to the terms and conditions set forth herein) to require the Partnership to redeem (a “Redemption”)
all or a portion of the Eligible Units held by such Limited Partner in exchange (a “Redemption Right”) for Class T REIT Shares
(with respect to Eligible Units that are Series 1, Series 2, or Series 3 Class T Units), Class W REIT Shares (with respect to Eligible
Units that are Class W Units) or Class I REIT Shares (with respect to Eligible Units that are Class I Units) issuable on, or the Cash
Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Eligible
Units (the “Tendered Units”) shall have been outstanding for at least one year. Any Redemption Right shall be exercised pursuant
to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption
Right (the “Tendering Party”). Within 30 days of receipt of a Notice of Redemption, the Partnership will send to the Limited
Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Eligible Units
will be redeemed for REIT Shares or the Cash Amount. Within 30 days of the Partnership’s delivery of its response, the Limited Partner
must affirm to the Partnership that such Limited Partner wishes to proceed with the Redemption, or the request for Redemption will be
cancelled (the date such affirmation is received by the Partnership is the “Affirmation Date”). Following such affirmation,
the Limited Partner shall still be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it
wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption
Date.


 


Notwithstanding the foregoing,
the Special OP Unitholders, the Advisor and any Person to whom the Special OP Unitholders or the Advisor transfers Partnership Units or
Special Partnership Units (collectively with the Special OP Unitholders and the Advisor, the “Sponsor Parties”) shall have
the right to require the Partnership to redeem all or a portion of their Partnership Units pursuant to this Section 8.5 at any time irrespective
of the period the Partnership Units have been held by such Limited Partner. The Partnership shall redeem any Partnership Units of the
Sponsor Parties for the Cash Amount unless the board of directors of the General Partner determines that any such redemption for cash
would be prohibited by applicable law or this Agreement, in which case such Partnership Units will be redeemed for an amount of REIT Shares
having the same Class designation as the Tendered Units with an aggregate NAV equivalent to the aggregate NAV of such Partnership Units.


 


No Limited Partner, other
than the Sponsor Parties, may deliver more than two Notices of Redemption during each calendar year. A Limited Partner, other than the
Sponsor Parties, may not exercise the Redemption Right for less than 1,000 Partnership Units or, if such Limited Partner holds less than
1,000 Partnership Units, all of the Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any
Partnership Units so redeemed, to receive any distribution paid with respect to such Partnership Units if the record date for such distribution
is on or after the Specified Redemption Date.


 






    39


     


    

 


(b)  
 If the General Partner elects to redeem Tendered Units for REIT Shares rather than cash, then (I) Tendered Units that are Series
1 or Series 2, or Series 3 Class T Units shall be redeemed for Class T REIT Shares, Tendered Units that are Class I Units shall be redeemed
for Class I REIT Shares, Tendered Units that are Class W Units shall be redeemed for Class W REIT Shares and (II) the Partnership shall
direct the General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section
8.5(b), in which case, (i) the General Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto
and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal
income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the General Partner in exchange for REIT Shares. The
percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares
(rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Partnership
shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates
against a group or class of Limited Partners. If the Partnership elects to redeem any number of Tendered Units for REIT Shares rather
than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the General Partner in
exchange for a number of REIT Shares equal to the product of (A) the REIT Shares Amount, and (B) the Applicable Percentage. Such number
of REIT Shares shall be delivered by the General Partner as duly authorized, validly issued, fully paid and accessible REIT Shares free
of any pledge, lien, encumbrance or restriction, other than the Aggregate Share Ownership Limit (as calculated in accordance with the
Charter) and other restrictions provided in the Charter, the bylaws of the General Partner, the Securities Act and relevant state securities
or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall
have no rights under this Agreement that would otherwise be prohibited under the Charter.


 


(c) 
In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following
to the General Partner, in addition to the Notice of Redemption:


 


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


 


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


 


(3)       An
undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual
and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit
required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own
REIT Shares in violation of the Aggregate Share Ownership Limit (or, if applicable, the Excepted Holder Limit);


 


(4)       With
respect to any Cash Amount to be received by a Tendering Party, a waiver and release in a form acceptable to the General Partner; and


 


(5)       An undertaking
that all Partnership Units being delivered for redemption are free and clear of all liens, it being understood that the General Partner
shall not be under any obligation to acquire Partnership Units which are or may be subject to any liens.


 


(6)        Any
other documents as the General Partner may reasonably require.


 


(d)  
 Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date;
provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180
days to the extent required for the General Partner to provide financing to be used to make such payment of the Cash Amount, by causing
the issuance of additional REIT Shares or otherwise. Notwithstanding the foregoing, the General Partner agrees to use its commercially
reasonable efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible.


 






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(e)  
 Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability
of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess
of the Common Share Ownership Limit, the Aggregate Share Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s
common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of
section 856(h) of the Code, and as and if deemed necessary to ensure that the Partnership does not constitute a “publicly traded
partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary,
the General Partner shall give prompt written notice thereof to each of the Limited Partners holding Partnership Units, which notice shall
be accompanied by a copy of an opinion of counsel to the Partnership which states that, in the opinion of such counsel, restrictions are
necessary in order to avoid having the Partnership be treated as a “publicly traded partnership” under section 7704 of the
Code.


 


(f)   
A redemption fee may be charged (other than to the Sponsor Parties and their respective affiliates) in connection with an exercise
of Redemption Rights pursuant to this Section 8.5. Without limiting the generality of the foregoing, unless a waiver of such fee has been
granted or a higher or lower fee was set forth in the applicable offering documents for the Partnership Units (or offering documents for
a security or interest that was exchanged or converted for Partnership Units at the option of the Partnership or pursuant the terms of
this Agreement), a redemption fee of 1.0% of the Cash Amount or REIT Shares Amount otherwise payable to a Limited Partner upon redemption
of any Partnership Units (other than from the Sponsor Parties and their respective affiliates) pursuant to this Section 8.5 shall be paid
by such Limited Partner to BC Exchange Industrial Advisor Group LLC; the Operating Partnership shall deduct such amount from the Cash
Amount or REIT Shares Amount otherwise payable to such Limited Partner and pay it to BC Exchange Industrial Advisor Group LLC, on behalf
of the Limited Partner. To the extent that a transaction (a “Unit Transaction”) occurs in which any Partnership Units which
are subject to a redemption fee under this Section 8.5(f) are acquired (for cash or securities), transferred, merged, converted, tendered,
or disposed of in any other similar transaction, then unless the beneficiaries of such redemption fees identified herein otherwise agree
in their reasonable discretion (which may include requiring that any applicable counterparty execute an agreement agreeing to continue
to collect and remit such redemption fees following the Unit Transaction), the Operating Partnership will be obligated to collect the
redemption fees in connection with the closing of such Unit Transaction and remit the same to the applicable beneficiaries.


 


(g)  
Each Limited Partner further agrees that, if any state or local property transfer tax is payable as a result of the transfer of
its Partnership Units to the Partnership or the Parent, such Limited Partner shall assume and pay such transfer tax.]


 


8.6          
 Distribution Reinvestment Plan.


 


OP Unitholders may have the
opportunity to join the General Partner’s distribution reinvestment plan by completing an enrollment form which is available upon
request. A copy of the General Partner’s distribution reinvestment plan is also available upon request. The shares of the General
Partner’s common stock which may be issued under the General Partner’s distribution reinvestment plan are offered only by
a prospectus.


 






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Article
9

TRANSFERS OF LIMITED PARTNERSHIP INTERESTS


 


9.1          
Purchase for Investment.


 


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


 


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


 


9.2          
Restrictions on Transfer of Limited Partnership Interests.


 


(a)  
Subject to the provisions of 9.2(b) and (c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer
all or any portion of his Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether
voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the
General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that each of the Sponsor Parties
may transfer all or any portion of its respective Partnership Interest, or any of its economic rights as a Limited Partner, to any of
its Affiliates or any trust, limited liability company, partnership, or other entity established by or at the direction of such Sponsor
Party or any of its Affiliates without the consent of the General Partner. Any such purported transfer undertaken without such consent
shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any
Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.


 


(b)  
No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer (i.e., a Transfer effected
as contemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.5 below) of all of its Partnership Interest
pursuant to this Article 9 or pursuant to a redemption of all of its Partnership Units pursuant to Section 8.5. Upon the permitted Transfer
or redemption of all of a Limited Partner’s Partnership Interest, such Limited Partner shall cease to be a Limited Partner.


 


(c)  
Notwithstanding Section 9.2(a) and subject to Sections 9.2(d), (e) and (f) below, a Limited Partner may Transfer, without the consent
of the General Partner, all or a portion of its Partnership Interest to (i) a parent or parent’s spouse, natural or adopted descendant
or descendants, spouse of such descendant, or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited
Partner and/or any such person(s), of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled
by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.


 


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


 


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


 






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


 


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


 


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


 


9.3          
Admission of Substitute Limited Partner.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


9.4          
Rights of Assignees of Partnership Interests.


 


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


 


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


 


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


 


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


 






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Article
10

BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS


 


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


 


10.2      
Custody of Partnership Funds; Bank Accounts.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(d)              
For all tax years beginning after December 31, 2017, this Section 10.5(d) shall apply, and all references to Code sections in this Section
10.5(d) refer to such sections of the Code as in effect after taking into account the amendments provided by the Bipartisan Budget
Act of 2015 (P.L. 114). The Partners shall cause the Partnership to appoint the Tax Matters Partner or an affiliate thereof as the “partnership
representative” to act on its behalf with respect to any audit, controversy, refund action, or other matter. Such “partnership
representative” shall have the rights, power and authority to act as, and perform the duties and obligations of, the “partnership
representative” (as such term is used in Section 6223 of the Code), provided that, to the maximum extent permitted by applicable
law, the “partnership representative” shall have the same obligations, be subject to the same restrictions and limitations,
and granted the rights and protections, in each case, as imposed on or granted to, the Tax Matters Partner under this Section
10.5(a) through (c). It is the intent of the Partners and the Partnership that, to the maximum extent permitted under applicable law,
no income tax, interest, penalties or additions to tax shall ever be assessed against the Partnership pursuant to Sections 6221 or 6225
of the Code, and the Partnership, each of the Partners and any representative thereof shall take all actions (including but not limited
to executing any election or consent) necessary to implement such intent. Notwithstanding anything to the contrary contained in this Agreement,
upon the request of all Partners with a Percentage Interest of fifty percent (50%) or more, the Partnership and the “partnership
representative” shall (i) cause the Partnership to elect out of the application of Section 6221 of the Code by making an election,
where permissible, under Section 6221(b) of the Code or (ii) in the event of a “partnership adjustment” within the meaning
of Section 6225 of the Code, cause the Partnership to make an election, where permissible under Section 6226 of the Code, to treat such
 “partnership adjustment” as an adjustment to be taken into account by each Partner (or former Partner) in accordance with
Section 6226(b) of the Code. In the event the Partnership is liable for any imputed underpayment with respect to items of Partnership
income, gain, loss, deduction or credit that should have been allocated to a Partner for the applicable year, such Partner shall promptly
reimburse the Partnership for such amount and such reimbursement shall not be considered a Capital Contribution to the Partnership by
such Partner. The foregoing shall apply even if the applicable Partner is no longer a Partner of the Partnership at the time the Partnership
becomes liable for such imputed underpayment.


 






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10.6      
Reports to Limited Partners.


 


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


 


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


 


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


 






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Article
11

AMENDMENT OF AGREEMENT; MERGER


 


The General Partner’s
consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend
this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined
in Section 17-211 of the Act) in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that (1) the following
amendments described in Section 11(a), 11(b), 11(c) and 11(d), and any other merger or consolidation of the Partnership, shall require
the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners and (2) the following amendments
described in Section 11(e) shall require the consent of Special OP Unitholders holding more than 50% of the Percentage Interests of the
Special OP Unitholders:


 


(a)  
any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as provided in Section 8.5(d) or
7.1(c) hereof) in a manner adverse to the Limited Partners;


 


(b)  
any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder,
other than with respect to the issuance of additional Partnership Units pursuant to Section 4.2 hereof;


 


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


 


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


 


(e)  
any amendment that would adversely affect the rights of the Special OP Unitholders under this Agreement.


 


Article
12

GENERAL PROVISIONS


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


12.9      
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware;
provided, however, that any cause of action for violation of federal or state securities laws shall not be governed by this Section 12.9.


 


12.10     
Effectiveness. Pursuant to Section 17-201(d) of the Act, this Agreement shall be effective as of the date set forth
in the Recitals.


 






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


 


	 	GENERAL PARTNER:
	 	 
	 	BLACK CREEK INDUSTRIAL REIT IV INC.,

 a Maryland corporation
	 	 
	 	By:	/s/ Scott A. Seager
	 	 	Name: Scott A. Seager
	 	 	Title:   Senior Vice President, Chief Financial Officer and Treasurer



 






    


     


    

 


	 	LIMITED PARTNER:
	 	 
	 	BLACK CREEK INDUSTRIAL REIT IV INC.,

 a Maryland corporation, on its own behalf and as attorney-

in-fact for all Limited Partners other than the Special OP

 Unitholder
	 	 
	 	By:	/s/ Scott A. Seager
	 	 	Name: Scott A. Seager
	 	 	Title:   Senior Vice President, Chief Financial Officer and Treasurer
	 	 
	 	SPECIAL OP UNITHOLDER:
	 	 
	 	ARES COMMERCIAL REAL ESTATE 

MANAGEMENT LLC, a Delaware limited liability 

company, as sole Special OP Unitholder
	 	 
	 	By:	/s/ Naseem Sagati Aghili
	 	 	Name: Naseem Sagati Aghili
	 	 	Title:   General Counsel and Secretary



 






    


     


    

 


EXHIBIT A


 


As of July 1, 2021 


 





	 	 	 	 	 	 	 	 	Partnership Units	 	 	 	 	 	 	 	 	 	 
	Partner	 	 	Cash Contribution	 	 	 	Agreed Value of Capital Contribution	 	 	 	Class I	 	 	 	Class T	 	 	 	Class W	 	 	 	Special Partnership Units	 	 	 	Percentage Interest	 	 	 	Special Percentage Interest	 
	GENERAL PARTNER: 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Black Creek Industrial REIT IV Inc. 518 17th Street, 17th Floor Denver, CO 80202	 	$	2,000	 	 	$	2,000	 	 	 	200	 	 	 	__		 	 	__		 	 	__		 	 	0.000	%	 	 	__	
	ORIGINAL LIMITED PARTNER:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Black Creek Industrial REIT IV Inc. 518 17th Street, 17th Floor Denver, CO 80202 	 	$	2,050,767,014	 	 	$	2,050,767,014	 	 	 	20,268,167	 	 	 	164,477,381	 	 	 	10,503,447	 	 	 	__		 	 	99.333	%	 	 	__	
	OTHER LIMITED PARTNERS 	 	$	13,275,770	 	 	$	13,275,770	 	 	 	1,311,304	 	 	 	__		 	 	__		 	 	__		 	 	0.667	%	 	 	__	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SPECIAL OP UNITHOLDER:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ares Commercial Real Estate Management LLC 2000 Avenue of the Stars, 12th Floor Los Angeles, CA 90067 	 	$	1,000	 	 	$	1,000	 	 	 	__		 	 	__		 	 	__		 	 	100	 	 	 	__		 	 	100.0	%
	Totals	 	$	2,064,045,784	 	 	$	2,064,045,784	 	 	 	21,579,671	 	 	 	164,477,381	 	 	 	10,503,447	 	 	 	100	 	 	 	100.0	%	 	 	100.0	%




 






    


     


    

 


EXHIBIT B


 


NOTICE OF EXERCISE OF REDEMPTION RIGHT


 


In accordance with Section
8.5 of the Limited Partnership Agreement (the “Agreement”) of BCI IV Operating Partnership LP, the undersigned hereby irrevocably
(i) presents for redemption [number] [Series and/or Class] Partnership Units in BCI IV Operating Partership LP in accordance with
the terms of the Agreement and the Redemption Right referred to in Section 8.5 thereof, (ii) surrenders such Partnership Units and
all right, title and interest therein, and (iii) directs that the Cash Amount or REIT Shares Amount (as defined in the Agreement)
as determined by the General Partner deliverable upon exercise of the Redemption Right be delivered to the address specified below, and
if REIT Shares (as defined in the Agreement) are to be delivered, such REIT Shares be registered or placed in the name(s) and at the address(es)
specified below.


 


	Dated:________ __, _____	
	 	(Name of Limited Partner)
	 	 
		 
	 	(Signature of Limited Partner)
	 	 
		 
	 	(Mailing Address)
	 	 
		 
	 	(City)    (State)   (Zip Code)
	 	 
	 	Signature Guaranteed by:
	 	 



 


	If REIT Shares are to be issued, issue to:	 
	 	 
	Name:	 	 
	 	 
	Social Security	 
	or Tax I.D. Number: 	 	 



 






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