Exhibit 10.2


 


AGREEMENT OF LIMITED PARTNERSHIP


 


OF


 


REVEN HOUSING REIT OP, L.P.


 


(a Delaware limited partnership)


 


Dated as of June 1, 2015


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Article I DEFINED TERMS	1
	 	 
	Article II FORMATION OF PARTNERSHIP	10
	 	 	 
	2.01.	Formation of the Partnership	10
	 	 	 
	2.02.	Name	11
	 	 	 
	2.03.	Registered Office and Agent; Principal Office	11
	 	 	 
	2.04.	Term and Dissolution	11
	 	 	 
	2.05.	Filing of Certificate and Perfection of Limited Partnership	12
	 	 	 
	2.06.	Certificates Describing Partnership Units	12
	 	 	 
	Article III BUSINESS OF THE PARTNERSHIP	13
	 	 
	Article IV CAPITAL CONTRIBUTIONS AND ACCOUNTS	13
	 	 	 
	4.01.	Capital Contributions	13
	 	 	 
	4.02.	Additional Capital Contributions and Issuances of Additional Partnership Units	13
	 	 	 
	4.03.	Additional Funding	17
	 	 	 
	4.04.	LTIP Units	17
	 	 	 
	4.05.	Conversion of LTIP Units	21
	 	 	 
	4.06.	Capital Accounts	24
	 	 	 
	4.07.	Percentage Interests	24
	 	 	 
	4.08.	No Interest on Contributions	24
	 	 	 
	4.09.	Return of Capital Contributions	24
	 	 	 
	4.10.	No Third-Party Beneficiary	25
	 	 	 
	Article V PROFITS AND LOSSES; DISTRIBUTIONS	25
	 	 	 
	5.01.	Allocation of Profit and Loss	25
	 	 	 
	5.02.	Distribution of Cash	28
	 	 	 
	5.03.	REIT Distribution Requirements	29
	 	 	 
	5.04.	No Right to Distributions in Kind	29
	 	 	 
	5.05.	Limitations on Return of Capital Contributions	29
	 	 	 
	5.06.	Distributions Upon Liquidation	29
	 	 	 
	5.07.	Substantial Economic Effect	29
	 	 	 
	Article VI RIGHTS, OBLIGATIONS AND POWERS OF THE GENERAL PARTNER	30
	 	 	 
	6.01.	Management of the Partnership	30
	 	 	 
	6.02.	Delegation of Authority	32
	 	 	 
	6.03.	Indemnification and Exculpation of Indemnitees	33
	 	 	 
	6.04.	Liability of the General Partner	34


 




    	-i-



    	 



    

 


	6.05.	Partnership Obligations	35
	 	 	 
	6.06.	Outside Activities	36
	 	 	 
	6.07.	Employment or Retention of Affiliates	36
	 	 	 
	6.08.	Reven REIT’s Activities	36
	 	 	 
	6.09.	Title to Partnership Assets	37
	 	 	 
	Article VII CHANGES IN GENERAL PARTNER	37
	 	 	 
	7.01.	Transfer of the General Partner’s Partnership Interest	37
	 	 	 
	7.02.	Admission of a Substitute or Additional General Partner	39
	 	 	 
	7.03.	Effect of Bankruptcy, Withdrawal, Death or Dissolution of General Partner	39
	 	 	 
	7.04.	Removal of General Partner	40
	 	 	 
	Article VIII RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS	41
	 	 	 
	8.01.	Management of the Partnership	41
	 	 	 
	8.02.	Power of Attorney	41
	 	 	 
	8.03.	Limitation on Liability of Limited Partners	41
	 	 	 
	8.04.	Redemption Right	42
	 	 	 
	8.05.	Registration	44
	 	 	 
	Article IX TRANSFERS OF PARTNERSHIP INTERESTS	49
	 	 	 
	9.01.	Purchase for Investment	49
	 	 	 
	9.02.	Restrictions on Transfer of Partnership Units	49
	 	 	 
	9.03.	Admission of Substitute Limited Partner	50
	 	 	 
	9.04.	Rights of Assignees of Partnership Units	51
	 	 	 
	9.05.	Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner	51
	 	 	 
	9.06.	Joint Ownership of Partnership Units	52
	 	 	 
	Article X BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS	52
	 	 	 
	10.01.	Books and Records	52
	 	 	 
	10.02.	Custody of Partnership Funds; Bank Accounts	52
	 	 	 
	10.03.	Fiscal and Taxable Year	53
	 	 	 
	10.04.	Annual Tax Information and Report	53
	 	 	
	10.05.	Tax Classification; Tax Matters Partner; Tax Elections; Special Basis Adjustments	53
	 	 	 
	Article XI AMENDMENT OF AGREEMENT; MERGER	54
	 	 	 
	11.01.	Amendment of Agreement	54
	 	 	 
	11.02.	Merger of Partnership	55


 




    	-ii-



    	 



    

 


	Article XII GENERAL PROVISIONS	55
	 	 	 
	12.01.	Notices	55
	 	 	 
	12.02.	Survival of Rights	55
	 	 	 
	12.03.	Additional Documents	56
	 	 	 
	12.04.	Severability	56
	 	 	 
	12.05.	Entire Agreement	56
	 	 	 
	12.06.	Pronouns and Plurals	56
	 	 	 
	12.07.	Headings	56
	 	 	 
	12.08.	Counterparts	56
	 	 	 
	12.09.	Governing Law	56


 


	EXHIBITS
	 
	EXHIBIT A - Partners, Capital Contributions and Percentage Interests
	 
	EXHIBIT B - Notice of Redemption
	 
	EXHIBIT C-1 - Certification of Non-Foreign Status (For Redeeming Limited Partners That Are Entities)
	 
	EXHIBIT C-2 - Certification of Non-Foreign Status (For Redeeming Limited Partners That Are Individuals)
	 
	EXHIBIT D - Notice of Election by Partner to Convert LTIP Units into Common Units
	 
	EXHIBIT E - Notice of Election by Partnership to Force Conversion of LTIP Units into Common Units


 




    	-iii-



    	 



    




 


AGREEMENT
OF LIMITED PARTNERSHIP


 


OF


 


REVEN HOUSING
REIT OP, L.P.


 


THIS AGREEMENT OF LIMITED
PARTNERSHIP OF REVEN HOUSING REIT OP, L.P., dated as of June 1, 2015 is made and entered into by and among Reven Housing GP, LLC,
a Delaware limited liability company, as the General Partner, and the Persons whose names are set forth on Exhibit A
attached hereto (as it may be amended from time to time), as the Limited Partners, together with any other Persons who become Partners
in the Partnership as provided herein.


 


WHEREAS, a Certificate
of Limited Partnership of the Partnership was filed with the Secretary of State of the State of Delaware on April 29, 2015, with
Reven Housing GP, LLC, as the General Partner;


 


WHEREAS, prior to the
date hereof, the Partnership has not issued any Partnership Interests in the Partnership or admitted any Persons as Limited Partners
of the Partnership;


 


WHEREAS, on the date
hereof, the General Partner desires to admit the Persons whose names are set forth on Exhibit A attached hereto, as
the Limited Partners of the Partnership; and


 


WHEREAS, on the date
hereof, the General Partner desires to cause the Partnership to issue the Partnership Interests in the Partnership to the General
Partner and the Limited Partners of the Partnership, as set forth on Exhibit A attached hereto.


 


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


 


Article
I



DEFINED TERMS


 


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


 


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


 


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


 


“Additional
Securities” means any: (1) shares of capital stock of Reven REIT now or hereafter authorized or reclassified that have
dividend rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the REIT Shares (“Preferred
Shares”), (2) REIT Shares, (3) shares of capital stock of Reven REIT now or hereafter authorized or reclassified that
have dividend rights, or rights upon liquidation, winding up and dissolution, that are junior in rank to the REIT Shares (“Junior
Shares”) and (4) (i) rights, options, warrants or convertible or exchangeable securities having the right to subscribe
for or purchase or otherwise acquire REIT Shares, Preferred Shares or Junior Shares, or (ii) indebtedness issued by Reven REIT
that provides any of the rights described in clause (4)(i) of this definition (any such securities referred to in clause (4)(i)
or (ii) of this definition, “New Securities”).


 




    	- 1 -



    	 



    

 


“Adjustment
Events” has the meaning set forth in Section 4.04(a)(i) hereof.


 


“Administrative
Expenses” means (i) all administrative and operating costs and expenses incurred by the Partnership, (ii) administrative
costs and expenses of the General Partner and Reven REIT, including any salaries or other payments to directors, officers or employees
of the General Partner and Reven REIT, and any accounting and legal expenses of the General Partner and Reven REIT, which expenses,
the Partners hereby agree, are expenses of the Partnership and not the General Partner and Reven REIT, and (iii) to the extent
not included in clauses (i) or (ii) above, REIT Expenses; provided, that Administrative Expenses shall not include any administrative
costs and expenses incurred by the General Partner and Reven REIT that are attributable to Properties or interests in a Subsidiary
that are owned by the General Partner and Reven REIT other than through its ownership interest in the Partnership.


 


“Affiliate”
means (i) any Person that, directly or indirectly, controls or is controlled by or is under common control with such Person, (ii)
any other Person that owns, beneficially, directly or indirectly, 10% or more of the outstanding capital stock, shares or equity
interests of such Person, or (iii) any officer, director, employee, partner, member, manager or trustee of such Person or any Person
controlling, controlled by or under common control with such Person. For the purposes of this definition, “control”
(including the correlative meanings of the terms “controlled by” and “under common control with”), as used
with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of
the management and policies of such Person, through the ownership of voting securities or partnership interests, contract or otherwise.


 


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


 


“Agreement”
means this Agreement of Limited Partnership of Reven Housing REIT OP, L.P., as it may be amended, supplemented or restated from
time to time.


 


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


 


“Board of
Directors” means the Board of Directors of Reven REIT.


 


“Capital Account”
has the meaning set forth in Section 4.06 hereof.


 


“Capital Account
Limitation” has the meaning set forth in Section 4.05(b) hereof.


 




    	- 2 -



    	 



    

 


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


 


“Cash Amount”
means an amount of cash per Common Unit equal to the Value of the REIT Shares Amount on the Specified Redemption Date divided by
the number of Common Units tendered for redemption.


 


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


 


“Certificate
of Formation” means the Certificate of Formation of the General Partner filed with the Secretary of State of the State
of Delaware, as amended or supplemented from time to time.


 


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


 


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


 


“Common Partnership
Unit Distribution” has the meaning set forth in Section 4.04(a)(ii) hereof.


 


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


 


“Common Unit
Economic Balance” has the meaning set forth in Section 5.01(f) hereof.


 


“Common Unit
Transaction” has the meaning set forth in Section 4.05(f) hereof.


 


“Constituent
Person” has the meaning set forth in Section 4.05(f) hereof.


 


“Conversion
Date” has the meaning set forth in Section 4.05(b) hereof.


 




    	- 3 -



    	 



    

 


“Conversion
Factor” means a factor of 1.0, as adjusted as provided in this definition. The Conversion Factor will be adjusted in
the event that Reven REIT (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. In each of such events, 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, that in the
event that an entity other than an Affiliate of Reven REIT shall become General Partner pursuant to any merger, consolidation or
combination of the General Partner or Reven REIT 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. If, however, the General Partner receives a Notice of Redemption after
the record date, if any, but prior to the effective date of such event, the Conversion Factor shall be determined as if the General
Partner had received the Notice of Redemption immediately prior to the record date for event. Notwithstanding the foregoing, no
adjustment shall be made to the Conversion Factor if the number of outstanding Common Units is otherwise adjusted in the same manner
and at the same time as the adjustment to the number of outstanding REIT Shares.


 


“Conversion
Notice” has the meaning set forth in Section 4.05(b) hereof.


 


“Conversion
Right” has the meaning set forth in Section 4.05(a) hereof.


 


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


 


“Distributable
Amount” has the meaning set forth in Section 5.02(d) hereof.


 


“Economic
Capital Account Balances” has the meaning set forth in Section 5.01(f) hereof.


 


“Equity Incentive
Plan” means any equity incentive or compensation plan hereafter adopted by the Partnership or Reven REIT.


 


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


 




    	- 4 -



    	 



    

 


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


 


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


 


“Forced Conversion”
has the meaning set forth in Section 4.05(c) hereof.


 


“Forced Conversion
Notice” has the meaning set forth in Section 4.05(c) hereof.


 


“General Partner”
means Reven Housing GP, LLC and its successors and assigns as a general partner of the Partnership, in each case, that is admitted
from time to time to the Partnership as a general partner pursuant to the Act and this Agreement and is listed as a general partner
on Exhibit A, as such Exhibit A may be amended from time to time, in such Person’s capacity as a
general partner of the Partnership.


 


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


 


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


 


“Indemnified
Party” has the meaning set forth in Section 8.05(f) hereof.


 


“Indemnifying
Party” has the meaning set forth in Section 8.05(f) hereof.


 


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


 


“Independent
Director” means a director of Reven REIT who meets the independence requirements of the NASDAQ as set forth from time
to time.


 


“Junior Shares”
has the meaning set forth in the definition of “Additional Securities.”


 


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


 




    	- 5 -



    	 



    

 


“Limited Partnership
Interest” means a Partnership Interest held by a Limited Partner at any particular time representing a fractional part
of the Partnership Interest of all Limited Partners, and includes any and all benefits to which the holder of such a Limited Partnership
Interest may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to
comply with all the provisions of this Agreement and of the Act. Limited Partnership Interests may be expressed as a number of
Common Units, LTIP Units or other Partnership Units.


 


“Liquidating
Gains” has the meaning set forth in Section 5.01(f) hereof.


 


“LTIP Unit”
means a Partnership Unit which is designated as an LTIP Unit and which has the rights, preferences and other privileges designated
in Section 4.04 hereof and elsewhere in this Agreement in respect of holders of LTIP Units, including both vested LTIP Units and
Unvested LTIP Units. The allocation of LTIP Units among the Partners shall be set forth on Exhibit A as it may be amended
or restated from time to time.


 


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


 


“Loss”
has the meaning set forth in Section 5.01(g) hereof.


 


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


 


“NASDAQ”
means the NASDAQ Stock Market.


 


“New Securities”
has the meaning set forth in the definition of “Additional Securities”.


 


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


 


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


 


“Offering”
means the underwritten initial public offering of REIT Shares.


 


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


 


“Partner Nonrecourse
Debt Minimum Gain” has the meaning set forth in Regulations Section 1.704-2(i). A Partner’s share of Partner
Nonrecourse Debt Minimum Gain shall be determined in accordance with Regulations Section 1.704-2(0(5).


 


“Partnership”
means Reven Housing REIT OP, L.P., a limited partnership formed and continued under the Act and pursuant to this Agreement, and
any successor thereto.


 




    	- 6 -



    	 



    

 


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


 


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


 


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


 


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


 


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


 


“Partnership
Unit Designation” has the meaning set forth in Section 4.02(a)(i) hereof.


 


“Percentage
Interest” means the percentage determined by dividing the number of Common Units of a Partner by the sum of the number
of Common Units of all Partners, treating LTIP Units, in accordance with Section 4.04(a), as Common Units for this purpose.


 


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


 


“Preferred
Shares” has the meaning set forth in the definition of “Additional Securities.”


 


“Profit”
has the meaning set forth in Section 5.01(g) hereof.


 


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


 


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


 




    	- 7 -



    	 



    

 


“Redemption
Amount” means either the Cash Amount or the REIT Shares Amount.


 


“Redemption
Right” has the meaning set forth in Section 8.04(a) hereof.


 


“Redemption
Shares” has the meaning set forth in Section 8.05(a) hereof.


 


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


 


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


 


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


 


“REIT Shares”
means shares of common stock, par value $0.001 per share, of Reven REIT (or Successor Entity, as the case may be).


 


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


 




    	- 8 -



    	 



    

 


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


 


“Reven REIT”
means Reven Housing REIT, Inc., a Maryland corporation and the sole member of Reven Housing GP, LLC.


 


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


 


“Rule 144”
has the meaning set forth in Section 8.05(c) hereof.


 


“S-3 Eligible
Date” has the meaning set forth in Section 8.05(a) hereof.


 


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


 


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


 


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


 


“Service”
means the Internal Revenue Service.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Tax Matters
Partner” has the meaning set forth within Section 6231(a)(7) of the Code.


 


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


 


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


 




    	- 9 -



    	 



    

 


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


 


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


 


“Unvested
LTIP Units” has the meaning set forth in Section 4.04(c) hereof.


 


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


 


“Vested LTIP
Units” has the meaning set forth in Section 4.04(c) hereof.


 


“Vesting Agreement”
means each or any, as the context implies, agreement or instrument entered into by an LTIP Unitholder upon acceptance of an award
of LTIP Units under an Equity Incentive Plan.


 


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


 





Article
II



FORMATION OF PARTNERSHIP


 





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


 




    	- 10 -



    	 



    

 


2.02.         Name.
The Name of the Partnership shall be “Reven Housing REIT OP, L.P.” and the Partnership’s business may be conducted
under any other name or names deemed advisable by the General Partner, including the name of the General Partner or any Affiliate
thereof. The words “Limited Partnership,” “LP,” “L.P.” or “Ltd.” or similar words
or letters shall be included in the Partnership’s name where necessary for the purposes of complying with the laws of any
jurisdiction that so requires. The General Partner in its sole and absolute discretion may change the name of the Partnership at
any time and from time to time and shall notify the Partners of such change in the next regular communication to the Partners;
provided, however, that failure to so notify the Partners shall not invalidate such change or the authority granted
hereunder.


 


2.03.         Registered
Office and Agent; Principal Office. The registered office of the Partnership in the State of Delaware is located at 2711
Centerville Road, Suite 400, Wilmington, Delaware 19808, and the registered agent for service of process on the Partnership in
the State of Delaware at such registered office is Corporation Service Company, a Delaware corporation. The principal office of
the Partnership is located at P.O. Box 1459, La Jolla, California 92038-1459, or such other place as the General Partner may from
time to time designate. Upon such a change of the principal office of the Partnership, the General Partner shall notify the Partners
of such change in the next regular communication to the Partners; provided, however, that a failure to so notify
the Partners shall not invalidate such change or the authority granted hereunder. The Partnership may maintain offices at such
other place or places within or outside the State of Delaware as the General Partner deems necessary or desirable.


 


2.04.         Term
and Dissolution.


 


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


 


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


 


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


 




    	- 11 -



    	 



    

 


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


 


(iv)        the
dissolution of the Partnership upon election by the General Partner.


 


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


 


Notwithstanding the foregoing, the liquidating
General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership
(including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners
in kind.


 


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


 


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


 


THIS CERTIFICATE IS NOT NEGOTIABLE.
THE PARTNERSHIP UNITS REPRESENTED BY THIS CERTIFICATE ARE GOVERNED BY AND TRANSFERABLE ONLY IN ACCORDANCE WITH (A) THE PROVISIONS
OF THE AGREEMENT OF LIMITED PARTNERSHIP OF REVEN HOUSING REIT OP, L.P., AS AMENDED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME,
AND (B) ANY APPLICABLE FEDERAL OR STATE SECURITIES OR BLUE SKY LAWS.


 




    	- 12 -



    	 



    

 


Article
III



BUSINESS OF THE PARTNERSHIP


 


The purpose and nature
of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership
organized pursuant to the Act, provided, that such business shall be limited to and conducted in such a manner as to permit
the Reven REIT at all times to qualify as a REIT, unless Reven REIT otherwise shall have ceased to, or the Board of Directors determines,
pursuant to Section 5.7 of the Articles, that Reven REIT shall no longer, qualify as a REIT, (ii) to enter into any partnership,
joint venture or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged
in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and
without limiting Reven REIT’s right in its sole and absolute discretion to cease qualifying as a REIT, the Partners acknowledge
the status of Reven REIT as a REIT and that the avoidance of income and excise taxes on Reven REIT inures to the benefit of all
the Partners and not solely to the General Partner or its Affiliates. Notwithstanding the foregoing, the Limited Partners agree
that Reven REIT may terminate or revoke its status as a REIT under the Code at any time. Reven REIT shall also be empowered to
do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly
traded partnership” taxable as a corporation for purposes of Section 7704 of the Code.


 


Article
IV



CAPITAL CONTRIBUTIONS AND ACCOUNTS


 


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


 


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


 




    	- 13 -



    	 



    

 


(a)          Issuances
of Additional Partnership Units.


 


(i)          General.
As of the effective date of this Agreement, the Partnership shall have two classes of Partnership Units, entitled “Common
Units” and “LTIP Units.” The General Partner is hereby authorized to cause the Partnership to issue such additional
Partnership Interests, in the form of Partnership Units, for any Partnership purpose at any time or from time to time to the Partners
(including the General Partner) or to other Persons for such consideration and on such terms and conditions as shall be established
by the General Partner in its sole and absolute discretion, all without the approval of any Limited Partners. The General Partner’s
determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the
Partnership Units are validly issued and fully paid. Any additional Partnership Units issued thereby may be issued in one or more
classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional
or other special rights, powers and duties, including rights, powers and duties senior to the then-outstanding Partnership Units
held by the Limited Partners, all as shall be determined by the General Partner in its sole and absolute discretion and without
the approval of any Limited Partner, subject to Delaware law that cannot be preempted by the terms hereof and as set forth in a
written document hereafter attached to and made an exhibit to this Agreement (each, a “Partnership Unit Designation”),
including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such
class or series of Partnership Units; (ii) the right of each such class or series of Partnership Units to share in Partnership
distributions; and (iii) the rights of each such class or series of Partnership Units upon dissolution and liquidation of the Partnership;
provided, that no additional Partnership Units shall be issued to the General Partner or Reven REIT (or any direct or indirect
wholly owned Subsidiary of the General Partner or Reven REIT) unless:


 


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


 




    	- 14 -



    	 



    

 


(2)         the
additional Partnership Units are issued in connection with an issuance of REIT Shares or other capital stock of, or other interests
in, Reven REIT pursuant to a taxable share dividend declared by Reven REIT, which REIT Shares, capital stock or interests have
designations, preferences and other rights, all such that the economic interests are substantially similar to the designations,
preferences and other rights of the additional Partnership Units issued to the General Partner or Reven REIT (or any direct or
indirect wholly owned Subsidiary of the General Partner or Reven REIT) by the Partnership in accordance with this Section 4.02,
provided that (A) if Reven REIT allows the holders of its REIT Shares to elect whether to receive such dividend in REIT
Shares or other capital stock of, or other interests in Reven REIT or cash, the Partnership will give the Limited Partners (excluding
the General Partner, Reven REIT or any direct or indirect Subsidiary of the General Partner or Reven REIT) the same right to elect
to receive (I) Partnership Units or cash or, (II) at the election of Reven REIT, REIT Shares, capital stock or other interests
in Reven REIT or cash, and (B) if the Partnership issues additional Partnership Units pursuant to this Section 4.02(a)(i)(2),
then an amount of income equal to the value of the Partnership Units received will be allocated to those holders of Common Units
that elect to receive additional Partnership Units;


 


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


 


(4)         the
additional Partnership Units are issued to all Partners 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.
Upon the issuance of any additional Partnership Units, the General Partner shall amend Exhibit A as appropriate to
reflect such issuance.


 




    	- 15 -



    	 



    

 


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


 


(b)          Certain
Contributions of Proceeds of Issuance of REIT Shares. In connection with any and all issuances of REIT Shares, Reven REIT,
directly or through the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner or another direct
or indirect wholly owned Subsidiary of Reven REIT) shall make Capital Contributions to the Partnership of the proceeds therefrom,
provided that if the proceeds actually received and contributed by Reven REIT, directly or through the General Partner (or
any direct or indirect wholly owned Subsidiary of the General Partner or another direct or indirect wholly owned Subsidiary of
Reven REIT) are less than the gross proceeds of such issuance as a result of any underwriter’s discount, commissions, placement
fees or other expenses paid or incurred in connection with such issuance, then Reven REIT, directly or through the General Partner
(or any direct or indirect wholly owned Subsidiary of the General Partner or another direct or indirect wholly owned Subsidiary
of Reven REIT) shall be deemed to have made a Capital Contribution to the Partnership in the amount equal to the sum of the net
proceeds of such issuance plus the amount of such underwriter’s discount, commissions, placement fees or other expenses paid
by Reven REIT, and the Partnership shall be deemed simultaneously to have reimbursed such discount, commissions, placement fees
and expenses as an Administrative Expense for the benefit of the Partnership for purposes of Section 6.05(b) hereof.


 




    	- 16 -



    	 



    

 


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


 


4.03.         Additional
Funding. If the General Partner determines that it is in the best interest 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.


 


4.04.         LTIP
Units.


 


(a)          Issuance
of LTIP Units. Notwithstanding anything contained herein to the contrary, the General Partner may from time to time issue LTIP
Units to Persons who provide services to or for the benefit of the Partnership, the General Partner or Reven REIT for such consideration
as the General Partner may determine to be appropriate, and admit such Persons as Limited Partners. Subject to the following provisions
of this Section 4.04 and the special provisions of Section 4.05 and Section 5.01(f) hereof, LTIP Units shall be treated as Common
Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Partners’ Percentage
Interests, holders of LTIP Units shall be treated as Common Unit holders and LTIP Units shall be treated as Common Units. In particular,
the Partnership shall maintain at all times a one-to-one correspondence between LTIP Units and Common Units for conversion, distribution
and other purposes, including, without limitation, complying with the following procedures:


 




    	- 17 -



    	 



    

 


(i)          If
an Adjustment Event (as defined below) occurs, then the General Partner shall make a corresponding adjustment to the LTIP Units
to maintain a one-for-one conversion and economic equivalence ratio between Common Units and LTIP Units. The following shall be
“Adjustment Events”: (A) the Partnership makes a distribution on all outstanding Common Units in Partnership
Units, (B) the Partnership subdivides the outstanding Common Units into a greater number of units or combines the outstanding Common
Units into a smaller number of units, or (C) the Partnership issues any Partnership Units in exchange for its outstanding Common
Units by way of a reclassification or recapitalization of its Common Units. If more than one Adjustment Event occurs, the adjustment
to the LTIP Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all
Adjustment Events occurred simultaneously. For the avoidance of doubt, the following shall not be Adjustment Events: (x) the issuance
of Partnership Units in a financing, reorganization, acquisition or other similar business Common Unit Transaction, (y) the issuance
of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan or (z) the issuance
of any Partnership Units to the General Partner or Reven REIT (or any direct or indirect wholly owned Subsidiary of the General
Partner or Reven REIT) in respect of a capital contribution to the Partnership of proceeds from the sale of Additional Securities
by Reven REIT. If the Partnership takes an action affecting the Common Units other than actions specifically described above as
“Adjustment Events” and in the opinion of the General Partner such action would require an adjustment to the LTIP Units
to maintain the one-to-one correspondence described above, the General Partner shall have the right to make such adjustment to
the LTIP Units, to the extent permitted by law and by any Equity Incentive Plan and Vesting Agreement, in such manner and at such
time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment
is made to the LTIP Units, as herein provided, the Partnership shall promptly file in the books and records of the Partnership
an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which
certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after filing of
such certificate, the Partnership shall deliver a notice to each LTIP Unitholder setting forth the adjustment to his or her LTIP
Units and the effective date of such adjustment; provided, however, that the failure to deliver such notice shall
not invalidate the adjustment or the authority granted hereunder, and


 


(ii)         The
LTIP Unitholders shall, when, as and if authorized and declared by the General Partner out of assets legally available for that
purpose, be entitled to receive distributions in an amount per LTIP Unit equal to the distributions per Common Unit (the “Common
Partnership Unit Distribution”), paid to holders of Common Units on such Partnership Record Date established by the General
Partner with respect to such distribution; provided, that distributions of assets on liquidation, dissolution or winding
up shall be made solely in accordance with the Partners’ positive Capital Account balances as provided in Section 5.06(a).
So long as any LTIP Units are outstanding, no distributions (whether in cash or in kind) shall be authorized, declared or paid
on Common Units, unless equal distributions have been or contemporaneously are authorized, declared and paid on the LTIP Units;
provided, that distributions of assets on liquidation, dissolution or winding up shall be made solely in accordance with
the Partners’ positive Capital Account balances as provided in Section 5.06(a).


 




    	- 18 -



    	 



    

 


(b)          Priority.
Subject to the provisions of this Section 4.04, the special provisions of Section 4.05 and Section 5.01(f) hereof and any
Vesting Agreement, the LTIP Units shall rank pari passu with the Common Units as to the payment of regular and special periodic
or other distributions; provided, that distributions of assets on liquidation, dissolution or winding up shall be made solely
in accordance with the Partners’ positive Capital Account balances as provided in Section 5.06(a). As to the payment of distributions
and as to distribution of assets upon liquidation, dissolution or winding up, any class or series of Partnership Units which by
its terms specifies that it shall rank junior to, on a parity with, or senior to the Common Units shall also rank junior to, or
pari passu with, or senior to, as the case may be, the LTIP Units; provided, that distributions of assets on liquidation,
dissolution or winding up shall be made solely in accordance with the Partners’ positive Capital Account balances as provided
in Section 5.06(a). Subject to the terms of any Vesting Agreement, an LTIP Unitholder shall be entitled to transfer his or
her LTIP Units to the same extent, and subject to the same restrictions as holders of Common Units are entitled to transfer their
Common Units pursuant to Article IX.


 


(c)          Special
Provisions. LTIP Units shall be subject to the following special provisions:


 


(i)          Vesting
Agreements. LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional
restrictions on transfer pursuant to the terms of a Vesting Agreement. The terms of any Vesting Agreement may be modified by the
General Partner from time to time in its sole discretion, subject to any restrictions on amendment imposed by the relevant Vesting
Agreement or by the Equity Incentive Plan, if applicable. LTIP Units that have vested under the terms of a Vesting Agreement are
referred to as “Vested LTIP Units”; all other LTIP Units shall be treated as “Unvested LTIP Units.”
Upon grant, the grantee of any LTIP Unit shall be treated as a Partner for all purposes. The Partners acknowledge that the liquidation
value of each LTIP Unit shall be zero upon grant, the amount equal to the zero Capital Account balance of such LTIP Unit upon grant,
for all purposes (including Section 10.05(e)).


 


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


 


(iii)        Allocations.
LTIP Unitholders shall be entitled to certain special allocations of gain under Section 5.01(f) hereof.


 




    	- 19 -



    	 



    

 


(iv)        Redemption.
The Redemption Right provided to Limited Partners under Section 8.04 hereof shall not apply with respect to LTIP Units unless
and until they are converted to Common Units as provided in clause (v) below and Section 4.05 hereof.


 


(v)         Conversion
to Common Units. Vested LTIP Units are eligible to be converted into Common Units in accordance with Section 4.05 hereof.


 


(d)          Voting.
LTIP Unitholders shall (a) have the same voting rights as the holders of Common Units, with all Vested LTIP Units and Unvested
LTIP Units voting as a single class with the Common Units and having one vote per LTIP Unit; and (b) have the additional voting
rights that are expressly set forth below. So long as any LTIP Units remain outstanding, the Partnership shall not, without the
affirmative vote of the holders of a majority of the LTIP Units (Vested LTIP Units and Unvested LTIP Units) outstanding at the
time, given in person or by proxy, either in writing or at a meeting (voting separately as a class), amend, alter or repeal, whether
by merger, consolidation or otherwise, the provisions of this Agreement applicable to LTIP Units so as to materially and adversely
affect (as determined in good faith by the General Partner) any right, privilege or voting power of the LTIP Units or the LTIP
Unitholders as such, unless such amendment, alteration, or repeal affects equally, ratably and proportionately the rights, privileges
and voting powers of the holders of Common Units; but subject, in any event, to the following provisions:


 


(i)          With
respect to any Common Unit Transaction, so long as the LTIP Units are treated in accordance with Section 4.05(f) hereof, the consummation
of such Common Unit Transaction shall not be deemed to materially and adversely affect such rights, preferences, privileges or
voting powers of the LTIP Units or the LTIP Unitholders as such; and


 


(ii)         Any
creation or issuance of any Partnership Units or of any class or series of Partnership Interest including without limitation additional
Common Units or LTIP Units, whether ranking senior to, junior to, or on a parity with the LTIP Units with respect to distributions
and the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed to materially and adversely affect
such rights, preferences, privileges or voting powers of the LTIP Units or the LTIP Unitholders as such.


 


The foregoing voting
provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required
will be effected, all outstanding LTIP Units shall have been converted into Common Units.


 




    	- 20 -



    	 



    

 


4.05.         Conversion
of LTIP Units.


 


(a)          Subject
to the provisions of this Section 4.05, an LTIP Unitholder shall have the right (the “Conversion Right”), at
such holder’s option, at any time to convert all or a portion of such holder’s Vested LTIP Units into Common Units;
provided, that a holder may not exercise the Conversion Right for less than 1,000 Vested LTIP Units or, if such holder holds
less than 1,000 Vested LTIP Units, all of the Vested LTIP Units held by such holder. LTIP Unitholders shall not have the right
to convert Unvested LTIP Units into Common Units until they become Vested LTIP Units; provided, that when an LTIP Unitholder
is notified of the expected occurrence of an event that will cause such LTIP Unitholder’s Unvested LTIP Units to become Vested
LTIP Units, such LTIP Unitholder may give the Partnership a Conversion Notice conditioned upon and effective as of the time of
vesting and such Conversion Notice, unless subsequently revoked by the LTIP Unitholder, shall be accepted by the Partnership subject
to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Common
Units. In all cases, the conversion of any LTIP Units into Common Units shall be subject to the conditions and procedures set forth
in this Section 4.05.


 


(b)          A
holder of Vested LTIP Units may convert such LTIP Units into an equal number of fully paid and non-assessable Common Units, giving
effect to all adjustments (if any) made pursuant to Section 4.04 hereof. Notwithstanding the foregoing, in no event may a
holder of Vested LTIP Units convert a number of Vested LTIP Units that exceeds (x) the Economic Capital Account Balance of such
Limited Partner, to the extent attributable to its ownership of LTIP Units, divided by (y) the Common Unit Economic Balance, in
each case as determined as of the effective date of conversion (the “Capital Account Limitation”).


 


In order to exercise
the Conversion Right, an LTIP Unitholder shall deliver a notice (a “Conversion Notice”) in the form attached
as Exhibit D to the Partnership (with a copy to the General Partner) not less than ten nor more than 60 days prior to a
date (the “Conversion Date”) specified in such Conversion Notice; provided, that if the General Partner
has not given to the LTIP Unitholders notice of a proposed or upcoming Common Unit Transaction at least 30 days prior to the effective
date of such Common Unit Transaction, then LTIP Unitholders shall have the right to deliver a Conversion Notice until the earlier
of (x) the tenth day after such notice from the General Partner of a Common Unit Transaction or (y) the third Trading Day immediately
preceding the effective date of such Common Unit Transaction. A Conversion Notice shall be provided in the manner provided in Section
12.01 hereof. Each LTIP Unitholder covenants and agrees with the Partnership that all Vested LTIP Units to be converted pursuant
to this Section 4.05(b) shall be free and clear of all liens. Notwithstanding anything herein to the contrary, a holder of LTIP
Units may deliver a Notice of Redemption pursuant to Section 8.04(a) hereof relating to those Common Units that will be issued
to such holder upon conversion of such LTIP Units into Common Units in advance of the Conversion Date; provided, that the
redemption of such Common Units by the Partnership shall in no event take place until after the Conversion Date. For clarity, it
is noted that the objective of this paragraph is to put an LTIP Unitholder in a position where, if such holder so wishes, the Common
Units into which such holder’s Vested LTIP Units will be converted can be tendered to the Partnership for redemption simultaneously
with such conversion, with the further consequence that, if Reven REIT elects to assume the Partnership’s redemption obligation
with respect to such Common Units under Section 8.04(b) hereof by delivering to such holder the REIT Shares Amount, then such holder
can have the REIT Shares Amount issued to such holder simultaneously with the conversion of such holder’s Vested LTIP Units
into Common Units. The General Partner and LTIP Unitholder shall reasonably cooperate with each other to coordinate the timing
of the events described in the foregoing sentence.


 




    	- 21 -



    	 



    

 


(c)          The
Partnership, at any time at the election of the General Partner, may cause any number of Vested LTIP Units held by an LTIP Unitholder
to be converted (a “Forced Conversion”) into an equal number of Common Units, giving effect to all adjustments
(if any) made pursuant to Section 4.04 hereof; provided, that the Partnership may not cause Forced Conversion of any
LTIP Units that would not at the time be eligible for conversion at the option of such LTIP Unitholder pursuant to Section 4.05(b)
hereof. In order to exercise its right of Forced Conversion, the Partnership shall deliver a notice (a “Forced Conversion
Notice”) in the form attached as Exhibit E to the applicable LTIP Unitholder not less than ten nor more than
60 days prior to the Conversion Date specified in such Forced Conversion Notice. A Forced Conversion Notice shall be provided in
the manner provided in Section 12.01 hereof and shall be revocable by the General Partner at any time prior to the Forced
Conversion.


 


(d)          A
conversion of Vested LTIP Units for which the holder thereof has given a Conversion Notice or the Partnership has given a Forced
Conversion Notice shall occur automatically after the close of business on the applicable Conversion Date without any action on
the part of such LTIP Unitholder, as of which time such LTIP Unitholder shall be credited on the books and records of the Partnership
with the issuance as of the opening of business on the next day of the number of Common Units issuable upon such conversion. After
the conversion of LTIP Units as aforesaid, the Partnership shall deliver to such LTIP Unitholder, upon his or her written request,
a certificate of the General Partner certifying the number of Common Units and remaining LTIP Units, if any, held by such person
immediately after such conversion. The Assignee of any Limited Partner pursuant to Article IX hereof may exercise the rights of
such Limited Partner pursuant to this Section 4.05 and such Limited Partner shall be bound by the exercise of such rights by the
Assignee.


 


(e)          For
purposes of making future allocations under Section 5.01(f) hereof and applying the Capital Account Limitation, the portion
of the Economic Capital Account Balance of the applicable LTIP Unitholder that is treated as attributable to his or her LTIP Units
shall be reduced, as of the date of conversion, by the product of the number of LTIP Units converted and the Common Unit Economic
Balance.


 


(f)          If
the Partnership, the General Partner or Reven REIT shall be a party to any Common Unit Transaction (including without limitation
a merger, consolidation, unit exchange, self-tender offer for all or substantially all Common Units or other business combination
or reorganization, or sale of all or substantially all of the Partnership’s assets, but excluding any Common Unit Transaction
which constitutes an Adjustment Event) in each case as a result of which Common Units shall be exchanged for or converted into
the right, or the holders of Common Units shall otherwise be entitled, to receive cash, securities or other property or any combination
thereof (each of the foregoing being referred to herein as a “Common Unit Transaction”), then the General Partner
shall, subject to the terms of any applicable Equity Incentive Plan or Vesting Agreement, exercise immediately prior to the Common
Unit Transaction its right to cause a Forced Conversion with respect to the maximum number of LTIP Units then eligible for conversion,
taking into account any allocations that occur in connection with the Common Unit Transaction or that would occur in connection
with the Common Unit Transaction if the assets of the Partnership were sold at the Common Unit Transaction price or, if applicable,
at a value determined by the General Partner in good faith using the value attributed to the Partnership Units in the context of
the Common Unit Transaction (in which case the Conversion Date shall be the effective date of the Common Unit Transaction).


 




    	- 22 -



    	 



    

 


In anticipation of
such Forced Conversion and the consummation of the Common Unit Transaction, the Partnership shall use commercially reasonable efforts
to cause each LTIP Unitholder to be afforded the right to receive in connection with such Common Unit Transaction in consideration
for the Common Units into which such LTIP Unitholder’s LTIP Units will be converted the same kind and amount of cash, securities
and other property (or any combination thereof) receivable upon the consummation of such Common Unit Transaction by a holder of
the same number of Common Units, assuming such holder of Common Units is not a Person with which the Partnership consolidated or
into which the Partnership merged or which merged into the Partnership or to which such sale or transfer was made, as the case
may be (a “Constituent Person”), or an affiliate of a Constituent Person. In the event that holders of Common
Units have the opportunity to elect the form or type of consideration to be received upon consummation of the Common Unit Transaction,
prior to such Common Unit Transaction the General Partner shall give prompt written notice to each LTIP Unitholder of such election,
and shall use commercially reasonable efforts to afford the LTIP Unitholders the right to elect, by written notice to the General
Partner, the form or type of consideration to be received upon conversion of each LTIP Unit held by such holder into Common Units
in connection with such Common Unit Transaction. If an LTIP Unitholder fails to make such an election, such holder (and any of
its transferees) shall receive upon conversion of each LTIP Unit held by such LTIP Unitholder (or by any of such LTIP Unitholder’s
transferees) the same kind and amount of consideration that a holder of a Common Unit would receive if such Common Unit holder
failed to make such an election.


 


Subject to the rights
of the Partnership and the General Partner under any Vesting Agreement and any Equity Incentive Plan, the Partnership shall use
commercially reasonable efforts to cause the terms of any Common Unit Transaction to be consistent with the provisions of this
Section 4.05(f) and to enter into an agreement with the successor or purchasing entity, as the case may be, for the benefit
of any LTIP Unitholders whose LTIP Units will not be converted into Common Units in connection with the Common Unit Transaction
that will (i) contain provisions enabling the holders of LTIP Units that remain outstanding after such Common Unit Transaction
to convert their LTIP Units into securities as comparable as reasonably possible under the circumstances to the Common Units and
(ii) preserve as far as reasonably possible under the circumstances the distribution, special allocation, conversion, and other
rights set forth in this Agreement for the benefit of the LTIP Unitholders.


 




    	- 23 -



    	 



    

 


4.06.         Capital
Accounts. A separate capital account (a “Capital Account”) shall be established and maintained for each
Partner in accordance with Regulations Section 1.704-1(b)(2)(iv). If (a) a new or existing Partner acquires an additional
Partnership Interest in exchange for more than a de minimis Capital Contribution, (b) the Partnership distributes to a Partner
more than a de minimis amount of Partnership property as consideration for a Partnership Interest, (c) the Partnership is
liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) or (d) the Partnership grants a Partnership Interest
(other than a de minimis Partnership Interest) as consideration for the provision of services to or for the benefit of the
Partnership to an existing Partner acting in a Partner capacity, or to a new Partner acting in a Partner capacity or in anticipation
of being a Partner, the General Partner shall revalue the property of the Partnership to its fair market value (as determined by
the General Partner, in its sole and absolute discretion, and taking into account Section 7701(g) of the Code) in accordance with
Regulations Section 1.704-1(b)(2)(iv)(f); provided, that (i) the issuance of any LTIP Unit shall be deemed to require a
revaluation pursuant to this Section 4.06 and (ii) the General Partner may elect not to revalue the property of the Partnership
in connection with the issuance of additional Partnership Units pursuant to Section 4.02 to the extent it determines, in its sole
and absolute discretion, that revaluing the property of the Partnership is not necessary or appropriate to reflect the relative
economic interests of the Partners. When the Partnership’s property is revalued by the General Partner, the Capital Accounts
of the Partners shall be adjusted in accordance with Regulations Sections 1.704-1(b)(2)(iv)(f) and (g), which generally require
such Capital Accounts to be adjusted to reflect the manner in which the unrealized gain or loss inherent in such property (that
has not been reflected in the Capital Accounts previously) would be allocated among the Partners pursuant to Section 5.01
hereof if there were a taxable disposition of such property for its fair market value (as determined by the General Partner, in
its sole and absolute discretion, and taking into account Section 7701(g) of the Code) on the date of the revaluation.


 


4.07.         Percentage
Interests. If the number of outstanding Common Units or other class or series of Partnership Units increases or decreases
during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective
date of each such increase or decrease to a percentage equal to the number of Common Units or other class or series of Partnership
Units held by such Partner divided by the aggregate number of Common Units or other class or series of Partnership Units, as applicable,
outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant
to this Section 4.07, the Profits and Losses for the taxable year in which the adjustment occurs shall be allocated between
the part of the year ending on the day when that adjustment occurs and the part of the year beginning on the following day either
(i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General
Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate Profits and Losses for the
taxable year in which the adjustment occurs. The allocation of Profits and Losses for the earlier part of the year shall be based
on the Percentage Interests before adjustment, and the allocation of Profits and Losses for the later part shall be based on the
adjusted Percentage Interests. In the event that there is an increase or decrease in the number of outstanding Partnership Units
(other than Common Units or LTIP Units) during a taxable year, the General Partner shall have similar discretion, as provided in
the preceding sentences of this Section 4.07, to allocate items of Profit and Loss between the part of the year ending on
the day when that increase or decrease occurs and the part of the year beginning on the following day, and that allocation shall
take into account the Partners’ relative interests in those items of Profit and Loss before and after such increase or decrease.


 


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


 


4.09.         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.


 




    	- 24 -



    	 



    

 


4.10.         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, except as provided in Section 6.03(h)
hereof, shall be solely for the benefit of, and may be enforced solely by, the parties to this Agreement and their respective permitted
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.


 


Article
V



PROFITS AND LOSSES; DISTRIBUTIONS


 


5.01.         Allocation
of Profit and Loss.


 


(a)          Subject
to the other provisions of this Article V, Profits, Losses and any other items of income, gain, credit and expense for any fiscal
year shall be allocated, for purposes of adjusting the Capital Accounts of the Partners, to the Partners on a pro rata basis in
accordance with their respective Percentage Interests.


 


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


 




    	- 25 -



    	 



    

 


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


 


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


 


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


 




    	- 26 -



    	 



    

 


(f)          Special
Allocations Regarding LTIP Units. Notwithstanding the provisions of Section 5.01(a), Liquidating Gains shall first be allocated
to the LTIP Unitholders until their Economic Capital Account Balances, to the extent attributable to their ownership of LTIP Units,
are equal to (i) the Common Unit Economic Balance, multiplied by (ii) the number of their LTIP Units. For this purpose, “Liquidating
Gains” means net capital gains realized in connection with the actual or hypothetical sale of all or substantially all
of the assets of the Partnership, including but not limited to net capital gain realized in connection with an adjustment to the
value of Partnership assets under Section 704(b) of the Code. The “Economic Capital Account Balances” of the
LTIP Unit holders will be equal to their Capital Account balances plus shares of Partner Nonrecourse Debt Minimum Gain or Partnership
Minimum Gain (after reduction to reflect the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6))
to the extent attributable to their ownership of LTIP Units. Similarly, the “Common Unit Economic Balance” shall
mean (i) the Capital Account balance of Reven REIT, plus the amount of Reven REIT’s share of any Partner Nonrecourse Debt
Minimum Gain or Partnership Minimum Gain (after reduction to reflect the items described in Regulations Section 1.704-1(b)(2)(ii)(d)(4),
(5) and (6)), in either case to the extent attributable to Reven REIT’s direct or indirect ownership of Common Units and
computed on a hypothetical basis after taking into account all allocations through the date on which any allocation is made under
this Section 5.01(f), divided by (ii) the number of Common Units directly or indirectly owned by Reven REIT. Any such allocations
shall be made among the LTIP Unitholders in proportion to the amounts required to be allocated to each under this Section 5.01(f).
The parties agree that the intent of this Section 5.01(f) is to make the Capital Account balance associated with each LTIP Unit
to be economically equivalent to the Capital Account balance associated with Common Units directly or indirectly owned by Reven
REIT (on a per-Unit basis).


 


(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 specially
allocated pursuant to Sections 5.01(b), (c) or (d) hereof.


 


(h)          Allocations
for Tax Purposes. All allocations of income, Profit, gain, Loss, credit and expense (and all items contained therein) for federal
income tax purposes shall be identical to all allocations of such items set forth in this Section 5.01, except as otherwise required
by Section 704(c) of the Code and Regulations Section 1.704-1(b)(4). With respect to properties acquired by the Partnership,
the General Partner shall have the authority to elect the method to be used by the Partnership for allocating items of income,
gain and expense as required by Section 704(c) of the Code with respect to such properties, and such election shall be binding
on all Partners.


 


(i)          Purpose
and Intent; Construction. Any elections or other decisions relating to allocations for book or tax purposes under this Agreement
shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement. The provisions
of this Article V (and other related provisions in this Agreement) pertaining to the allocation of items of Company income, Profit,
gain, Loss, credit and expense shall be interpreted consistently with the Regulations, and to the extent unintentionally inconsistent
with such Regulations, shall be deemed to be modified to the extent necessary to make such provisions consistent with the Regulations.


 


(j)          Consistent
Treatment. The Partners acknowledge and are aware of the income tax consequences of the allocations made by this Article V
and hereby agree to be bound by the provisions of this Article V in reporting their shares of Profits, Losses and other items of
income, gain, expense, deduction and credit for federal, state and local income tax purposes.


 




    	- 27 -



    	 



    

 


5.02.         Distribution
of Cash.


 


(a)          Subject
to Sections 5.02(b), (c) and (d) hereof and to the terms of any Partnership Unit Designation, the Partnership shall distribute
cash at such times and in such amounts as are determined by the General Partner in its sole and absolute discretion, to the Partners
who are Partners on the Partnership Record Date with respect to such quarter (or other distribution period) in proportion with
their respective Common Units on the Partnership Record Date.


 


(b)          In
accordance with Section 4.04(a)(ii) hereof, the LTIP Unitholders shall be entitled to receive distributions in an amount per LTIP
Unit equal to the Common Partnership Unit Distribution.


 


(c)          If
a new or existing Partner acquires additional Partnership Units in exchange for a Capital Contribution on any date other than a
Partnership Record Date (other than Partnership Units acquired by the General Partner or Reven REIT (or any direct or indirect
wholly owned Subsidiary of the General Partner or Reven REIT) in connection with the issuance of additional REIT Shares or Additional
Securities), the cash distribution attributable to such additional Partnership Units relating to the Partnership Record Date next
following the issuance of such additional Partnership Units shall be reduced in the proportion to (i) the number of days that such
additional Partnership Units are held by such Partner bears to (ii) the number of days between such Partnership Record Date and
the immediately preceding Partnership Record Date.


 


(d)          Notwithstanding
any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary
or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal,
state or local law including, without limitation, pursuant to Sections 1441, 1442, 1445, 1446, 1471 and 1472 of the Code.
To the extent that the Partnership is required to withhold and pay over to any taxing authority any amount resulting from the allocation
or distribution of income to a Partner or assignee (including by reason of Section 1446 of the Code), (i) if the actual amount
to be distributed to the Partner (the “Distributable Amount”) equals or exceeds the Withheld Amount, the entire
Distributable Amount shall be treated as a distribution of cash to such Partner, and (ii) if the Distributable Amount is less than
the Withheld Amount, the excess of the Withheld Amount over the Distributable Amount shall be treated as a Partnership Loan from
the Partnership to the Partner on the day the Partnership pays over such amount to a taxing authority. A Partnership Loan shall
be repaid upon the demand of the Partnership or, alternatively, through withholding by the Partnership with respect to subsequent
distributions to the applicable Partner or assignee and any such distributions so withheld shall be deemed first to have been distributed
to the applicable Partner or assignee and then immediately repaid to the Partnership.


 


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


 




    	- 28 -



    	 



    

 


(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 dividend or other distribution of cash as the holder of record of a REIT Share for which all or part of such Partnership
Unit has been or will be redeemed.


 


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


 


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


 


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


 


5.06.         Distributions
Upon Liquidation.


 


(a)          Upon
liquidation of the Partnership, after payment of, or adequate provision for, debts and obligations of the Partnership, including
any Partner loans, any remaining assets of the Partnership shall be distributed to all Partners with positive Capital Accounts
in accordance with their respective positive Capital Account balances.


 


(b)          For
purposes of Section 5.06(a) hereof, the Capital Account of each Partner shall be determined after all adjustments made in accordance
with Sections 5.01 and 5.02 hereof resulting from Partnership operations and from all sales and dispositions of all or any
part of the Partnership’s assets.


 


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


 


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


 




    	- 29 -



    	 



    



 


Article
VI


 


RIGHTS, OBLIGATIONS AND


POWERS
OF THE GENERAL PARTNER


 


6.01.         Management
of the Partnership.


 


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


 


(i)          to
acquire, purchase, own, operate, lease and dispose of any real property and any other property or assets including, but not limited
to, notes and mortgages that the General Partner determines are necessary or appropriate in 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 Units or any securities (including secured and unsecured debt
obligations of the Partnership, debt obligations of the Partnership convertible into any class or series of Partnership Units,
or Rights relating to any class or series of Partnership Units) of the Partnership;


 


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


 


(v)         to
pay, either directly or by reimbursement, 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 any Subsidiary of the General Partner or the Partnership, refinance, increase
the amount of, modify, amend or change the terms of, or extend the time for the payment of, any such guarantee or indebtedness,
and secure such guarantee or indebtedness by mortgage, deed of trust, pledge or other lien on the Partnership’s assets;


 


(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 and administrative expenses
of Reven REIT, the General Partner, the Partnership or any Subsidiary of the foregoing to third parties or to Reven REIT or the
General Partner as set forth in this Agreement;


 




    	- 30 -



    	 



    

 


(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
and to further lease property from third parties, including ground leases;


 


(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’s business;


 


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


 


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


 


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


 


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


 




    	- 31 -



    	 



    

 


(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
enter into and perform obligations pursuant to underwriting or other agreements in connection with issuances of securities by the
Partnership or the General Partner or any affiliate thereof;


 


(xxiii)     to
do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly
traded partnership” taxable as a corporation under Section 7704 of the Code or an “investment company” or a Subsidiary
of an investment company under the Investment Company Act of 1940; and


 


(xxiv)    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 Reven REIT at all times to
qualify as a REIT unless Reven REIT voluntarily terminates or revokes 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 that 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.


 


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


 




    	- 32 -



    	 



    

 


6.03.         Indemnification
and Exculpation of Indemnitees.


 


(a)          The
Partnership shall indemnify an Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several,
expenses (including reasonable legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and
all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations
of the Partnership as set forth in this Agreement in which any Indemnitee may be involved, or is threatened to be involved, as
a party or otherwise, unless it is established that: (i) the act or omission of the Indemnitee was material to the matter
giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty; (ii) the
Indemnitee actually received an improper personal benefit in money, property or services; or (iii) in the case of any criminal
proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. The termination of any proceeding
by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct
set forth in this Section 6.03(a). The termination of any proceeding by conviction or upon a plea of nolo contendere or
its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee acted
in a manner contrary to that specified in this Section 6.03(a). Any indemnification pursuant to this Section 6.03 shall be
made only out of the assets of the Partnership.


 


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


 


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


 


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


 




    	- 33 -



    	 



    

 


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


 


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


 


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


 


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


 


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


 


6.04.         Liability
of the General Partner.


 


(a)          Notwithstanding
anything to the contrary set forth in this Agreement, neither the General Partner, nor any of its Affiliates, directors, officers,
agents or employees shall be liable for monetary damages to the Partnership or any Partners for losses sustained or liabilities
incurred as a result of errors in judgment or mistakes of fact or law or of any act or omission if any such party acted in good
faith. The General Partner shall not be in breach of any duty that the General Partner may owe to the Limited Partners or the Partnership
or any other Persons under this Agreement or of any duty stated or implied by law or equity provided that 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, the Limited Partners and
Reven REIT’s stockholders collectively, that the General Partner is under no obligation to consider the separate interests
of the Limited Partners (including, without limitation, the tax consequences to Limited Partners or the tax consequences of some,
but not all, of the Limited Partners) in deciding whether to cause the Partnership to take (or decline to take) any actions. In
the event of a conflict between the interests of the stockholders of Reven REIT on the one hand and the Limited Partners on the
other, the General Partner shall endeavor in good faith to resolve the conflict in a manner not adverse to either the stockholders
of Reven REIT or the Limited Partners; provided, however, that for so long as the General Partner or its Affiliates
own a controlling interest in the Partnership, any such conflict that the General Partner, in its sole and absolute discretion,
determines cannot be resolved in a manner not adverse to either the stockholders of Reven REIT or the Limited Partners shall be
resolved in favor of the stockholders of Reven REIT. The General Partner shall not be liable for monetary damages for losses sustained,
liabilities incurred or benefits not derived by the Limited Partners in connection with such decisions.


 




    	- 34 -



    	 



    

 


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


 


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


 


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


 


6.05.         Partnership
Obligations.


 


(a)          Except
as provided in this Section 6.05 and elsewhere in this Agreement (including the provisions of Articles V and VI hereof regarding
distributions, payments and allocations to which it may be entitled), the General Partner shall not be compensated for its services
as general partner of the Partnership.


 


(b)          All
Administrative Expenses shall be obligations of the Partnership, and the General Partner or Reven REIT shall be entitled to reimbursement
by the Partnership for any expenditure (including Administrative Expenses) incurred by it on behalf of the Partnership that shall
be made other than out of the funds of the Partnership. All reimbursements hereunder shall be characterized for federal income
tax purposes as expenses of the Partnership incurred on its behalf, and not as expenses of the General Partner or Reven REIT.


 




    	- 35 -



    	 



    

 


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


 


6.07.         Employment
or Retention of Affiliates.


 


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


 


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


 


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


 


6.08.         Reven
REIT’s Activities. Reven REIT agrees that, generally, all business activities of Reven REIT, including activities
pertaining to the acquisition, development, ownership of or investment in real properties, shall be conducted through the Partnership
or one or more Subsidiaries of the Partnership; provided, that Reven REIT may make direct acquisitions or undertake business
activities if such acquisitions or activities are made in connection with the issuance of Additional Securities by Reven REIT
or the business activity has been approved by a majority of the Independent Directors. If, at any time, Reven REIT acquires material
assets (other than Partnership Units or other assets on behalf of the Partnership) without transferring such assets to the Partnership,
the definition of “REIT Shares Amount” may be adjusted, as reasonably determined by the General Partner, to reflect
only the fair market value of a REIT Share attributable to Reven REIT’s Partnership Units directly or indirectly owned by
Reven REIT and other assets held on behalf of the Partnership.


 




    	- 36 -



    	 



    

 


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


 


Article
VII


 


CHANGES IN GENERAL PARTNER


 


7.01.         Transfer
of the General Partner’s Partnership Interest.


 


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


 


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


 


(c)          Except
as otherwise provided in Section 7.01(d) or (e) hereof, neither the General Partner nor Reven REIT shall 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 organization or organizational form or Reven REIT’s state
of incorporation or organizational form), in each case which results in a change of control of the General Partner or Reven REIT
(a “Transaction”), unless at least one of the following conditions is met:


 


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


 


(ii)         as
a result of such Transaction, all Limited Partners (other than the General Partner, Reven REIT and any Subsidiary of the General
Partner or Reven REIT, and, in the case of LTIP Unitholders, subject to the terms of any applicable Equity Incentive Plan or Vesting
Agreement) will receive, or have the right to receive, for each Partnership Unit an amount of cash, securities or other property
equal or substantially equivalent in value, as determined by the General Partner in good faith, to the product of the Conversion
Factor and the greatest amount of cash, securities or other property paid in the Transaction to a holder of one REIT Share in consideration
of one REIT Share, provided, however, that if, in connection with such Transaction, a purchase, tender or exchange offer
(“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding REIT Shares,
each holder of Partnership Units (other than the General Partner, Reven REIT and any Subsidiary of the General Partner or Reven
REIT) shall be given the option to exchange its Partnership Units for an amount of cash, securities or other property equal or
substantially equivalent in value, as determined by the General Partner in good faith, to the greatest amount of cash, securities
or other property that such Limited Partner would have received had it (A) exercised its Redemption Right pursuant to Section 8.04
hereof and (B) sold, tendered or exchanged pursuant to the Offer the REIT Shares received upon exercise of the Redemption Right
immediately prior to the expiration of the Offer; or


 




    	- 37 -



    	 



    

 


(iii)        either
the General Partner or Reven REIT, as applicable, 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, Reven REIT and any Subsidiary of the General Partner or Reven REIT, and, in the case of LTIP Unitholders, subject to the
terms of any applicable Equity Incentive Plan or Vesting Agreement) receive for each Partnership Unit an amount of cash, securities
or other property (expressed as an amount per REIT Share) equal or substantially equivalent in value, as determined by the General
Partner in good faith, to the product of the Conversion Factor and the greatest amount of cash, securities or other property (expressed
as an amount per REIT Share) received in the Transaction by any holder of REIT Shares.


 


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


 




    	- 38 -



    	 



    

 


(e)          Notwithstanding
anything in this Article VII:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	- 39 -



    	 



    

 


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


 


7.04.         Removal
of General Partner.


 


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


 


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


 




    	- 40 -



    	 



    

 


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


 


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


 


Article
VIII


 


RIGHTS AND OBLIGATIONS OF THE LIMITED PARTNERS


 


8.01.         Management
of the Partnership. The Limited Partners shall not participate in the management or control of Partnership business nor
shall they transact any business for the Partnership, nor shall they have the power to sign for or bind the Partnership, such
powers being vested solely and exclusively in the General Partner. The Limited Partners covenant and agree not to hold themselves
out in a manner that could reasonably be considered in contravention of the terms hereof by any third party.


 


8.02.         Power
of Attorney. Each Limited Partner by execution of this Agreement, directly or through execution by power of attorney or
other consent, 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, including without limitation, any and all amendments
and restatements of this Agreement as may be deemed necessary or desirable by the General Partner to carry out fully the provisions
of this Agreement and the Act in accordance with their terms, which power of attorney is coupled with an interest and shall survive
the death, dissolution or legal incapacity of the Limited Partner, or the transfer by the Limited Partner of any part or all of
its Partnership Interest.


 


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


 




    	- 41 -



    	 



    

 


8.04.         Redemption
Right.


 


(a)          Subject
to Section 8.04(c) and the provisions of any agreement between the Partnership and one or more Limited Partners, beginning on the
date that is twelve months after the date of issuance of any Common Units, each Limited Partner (other than Reven REIT or any Subsidiary
of Reven REIT) shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified
Redemption Date all or a portion of such Limited Partner’s Common Units at a redemption price equal to and in the form of
the Cash Amount. Notwithstanding the preceding sentence, Common Units issuable upon the conversion of LTIP Units may be redeemed
immediately following such conversion as provided in Section 4.05(b). The Redemption Right shall be exercised pursuant to a Notice
of Redemption in the form attached hereto as Exhibit B delivered to the Partnership (with a copy to Reven REIT) by
the Limited Partner who is exercising the Redemption Right (the “Redeeming Limited Partner”), and such notice
shall be irrevocable unless otherwise agreed upon by the General Partner. No Limited Partner may deliver more than one Notice of
Redemption during each calendar quarter unless otherwise agreed upon by the General Partner. A Limited Partner may not exercise
the Redemption Right for less than one thousand (1,000) Common Units or, if such Limited Partner holds less than one thousand (1,000)
Common Units, all of the Common Units held by such Limited Partner. The Redeeming Limited Partner shall have no right, with respect
to any Common Units so redeemed, to receive any distribution paid with respect to Common Units if the record date for such distribution
is on or after the Specified Redemption Date.


 


(b)          Notwithstanding
the provisions of Section 8.04(a) hereof, if a Limited Partner exercises the Redemption Right by delivering to the Partnership
a Notice of Redemption, then the General Partner may, in its sole and absolute discretion, elect to cause Reven REIT to purchase
directly and acquire some or all of, and in such event Reven REIT agrees to purchase and acquire, such Common Units by paying to
the Redeeming Limited Partner the REIT Shares Amount, whereupon Reven REIT shall acquire the Common Units tendered for redemption
by the Redeeming Limited Partner and Reven REIT shall be treated for all purposes of this Agreement as the owner of such Common
Units. In the event Reven REIT shall exercise its right to satisfy the Redemption Right in the manner described in the preceding
sentence, the Partnership shall have no obligation to pay any amount to the Redeeming Limited Partner with respect to such Redeeming
Limited Partner’s exercise of the Redemption Right, and each of the Redeeming Limited Partner, the Partnership and Reven
REIT shall treat the transaction between Reven REIT and the Redeeming Limited Partner as a sale of the Redeeming Limited Partner’s
Common Units to Reven REIT for federal income tax purposes. Each Redeeming Limited Partner agrees to execute such documents as
Reven REIT may reasonably require in connection with the issuance of REIT Shares upon exercise of the Redemption Right.


 




    	- 42 -



    	 



    

 


(c)          Notwithstanding
the provisions of Sections 8.04(a) and 8.04(b) hereof, a Limited Partner shall not be entitled to exercise the Redemption Right
if the delivery of REIT Shares to such Limited Partner on the Specified Redemption Date by Reven REIT pursuant to Section 8.04
(b) hereof (regardless of whether or not Reven REIT would in fact exercise its rights under Section 8.04(b)) would (i) result in
such Limited Partner or any other Person (as defined in the Articles) owning, directly or indirectly, REIT Shares in excess of
the Stock Ownership Limit or any Excepted Holder Limit (each as defined in Articles) and calculated in accordance therewith, except
as provided in the Articles, (ii) result in REIT Shares being owned by fewer than 100 persons (determined without reference to
any rules of attribution), (iii) result in Reven REIT being “closely held” within the meaning of Section 856(h) of
the Code, (iv) cause Reven REIT to own, actually or constructively, 10% or more of the ownership interests in a tenant (other than
a TRS) of Reven REIT’s, the Partnership’s or a Subsidiary Partnership’s real property, within the meaning of
Section 856(d)(2)(B) of the Code, (v) otherwise cause Reven REIT to fail to qualify as a REIT under the Code, or (vi) cause
the acquisition of REIT Shares by such Limited Partner to be “integrated” with any other distribution of REIT Shares
or Common Units for purposes of complying with the registration provisions of the Securities Act. Reven REIT, in its sole and absolute
discretion, may waive the restriction on redemption set forth in this Section 8.04(c).


 


(d)          Each
Redeeming Limited Partner covenants and agrees that all Common Units tendered for redemption pursuant to this Section 8.04 will
be delivered to the Partnership or Reven REIT free and clear of all liens, claims, and encumbrances whatsoever and should any such
liens, claims or encumbrances exist or arise with respect to such Common Units, neither the Partnership nor Reven REIT shall be
under any obligation to acquire such Common Units pursuant to Section 8.04(a) or Section 8.04(b) hereof. Each Redeeming Limited
Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its
Common Units to the Partnership or Reven REIT, such Redeeming Limited Partner shall assume and pay such transfer tax.


 


(e)          Any
Cash Amount to be paid to a Redeeming Limited Partner pursuant to this Section 8.04 shall be paid on the Specified Redemption
Date; provided, 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 Reven REIT to cause additional REIT Shares to be issued to provide financing to be used to
make such payment of the Cash Amount and may also delay such Specified Redemption Date to the extent necessary to effect compliance
with applicable requirements of the law. Any REIT Share Amount to be paid to a Redeeming Limited Partner pursuant to this Section
8.04 shall be paid on the Specified Redemption Date; provided, that the General Partner may elect to cause the Specified
Redemption Date to be delayed to the extent necessary to effect compliance with applicable requirements of the law. Notwithstanding
the foregoing, Reven REIT agrees to use its commercially reasonable efforts to cause the closing of the acquisition of redeemed
Common Units hereunder to occur as quickly as reasonably possible.


 


(f)          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 General Partner and the Partnership to comply with any withholding requirements established under the
Code or any other federal, state, local or foreign law that apply upon a Redeeming Limited Partner’s exercise of the Redemption
Right. If a Redeeming Limited Partner believes that it is exempt from such withholding upon the exercise of the Redemption Right,
such Redeeming Limited Partner must furnish the General Partner with a FIRPTA Certificate in the form attached hereto as Exhibit
C and any similar forms or certificates required to avoid or reduce the withholding under federal, state, local or foreign
law or such other form as the General Partner may reasonably request. If the Partnership, Reven REIT or the General Partner is
required to withhold and pay over to any taxing authority any amount upon a Redeeming Limited Partner’s exercise of the Redemption
Right and if the Redemption Amount equals or exceeds the Withheld Amount, the Withheld Amount shall be treated as an amount received
by such Redeeming Limited Partner in redemption of its Common Units. If, however, the Redemption Amount is less than the Withheld
Amount, the Redeeming Limited Partner shall not receive any portion of the Redemption Amount, the Redemption Amount shall be treated
as an amount received by such Redeeming Limited Partner in redemption of its Common Units, and such Redeeming Limited Partner shall
contribute the excess of the Withheld Amount over the Redemption Amount to the Partnership before the Partnership is required to
pay over such excess to a taxing authority.


 




    	- 43 -



    	 



    

 


(g)          Notwithstanding
any other provision of this Agreement, the General Partner may place appropriate restrictions on the ability of the Limited Partners
to exercise their Redemption Rights as and if deemed necessary or reasonable to ensure that the Partnership does not constitute
a “publicly traded partnership” under Section 7704 of the Code. If and when the General Partner determines that
imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction
Notice”) to each of the Limited Partners, 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 or reasonable in order to prevent the
Partnership from being treated as a “publicly traded partnership” under Section 7704 of the Code.


 


8.05.         Registration.
Subject to the terms of any agreement between the General Partner or the Partnership and a Limited Partner with respect to Common
Units held by such Limited Partner:


 


(a)          Shelf
Registration of the REIT Shares. Following the date on which Reven REIT becomes eligible to use a registration statement on
Form S-3 for the registration of securities under the Securities Act (the “S-3 Eligible Date”) and thereafter,
and within the time period that may be agreed to by Reven REIT and a Limited Partner (other than Reven REIT or any Subsidiary of
Reven REIT), Reven REIT shall file with the Commission a shelf registration statement under Rule 415 of the Securities Act (a “Registration
Statement”), or any similar rule that may be adopted by the Commission, covering (i) the issuance of REIT Shares issuable
upon redemption of the Common Units held by such Limited Partner (“Redemption Shares”) and/or (ii) the resale
by the holder of the Redemption Shares, with respect to Common Units issued prior to the S-3 Eligible Date; provided, that
Reven REIT shall be required to file only two such registrations in any 12-month period. In connection therewith, Reven REIT will:


 


(1)         use
commercially reasonable efforts to have such Registration Statement declared effective;


 


(2)         register
or qualify the Redemption Shares covered by the Registration Statement under the securities or blue sky laws of such jurisdictions
within the United States as required by law, and do such other reasonable acts and things as may be required of it to enable such
holders to consummate the sale or other disposition in such jurisdictions of the Redemption Shares; provided, that Reven
REIT shall not be required to (i) qualify as a foreign corporation or consent to a general or unlimited service or process in any
jurisdictions in which it would not otherwise be required to be qualified or so consent or (ii) qualify as a dealer in securities;
and


 




    	- 44 -



    	 



    

 


(3)         otherwise
use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission in connection with a
Registration Statement.


 


Reven REIT further
agrees to supplement or make amendments to each Registration Statement, if required by the rules, regulations or instructions applicable
to the registration form utilized by Reven REIT or by the Securities Act or rules and regulations thereunder for such Registration
Statement. Each Limited Partner agrees to furnish to Reven REIT, upon request, such information with respect to the Limited Partner
as may be required to complete and file the Registration Statement.


 


In connection with
and as a condition to Reven REIT’s obligations with respect to the filing of a Registration Statement pursuant to this Section 8.05,
each Limited Partner agrees with Reven REIT that:


 


(i)          it
will provide in a timely manner to Reven REIT such information with respect to the Limited Partner as reasonably required to complete
the Registration Statement or as otherwise required to comply with applicable securities laws and regulations;


 


(ii)         it
will not offer or sell its Redemption Shares until (A) such Redemption Shares have been included in
a Registration Statement and (B) it has received notice that the Registration Statement covering such Redemption Shares, or any
post-effective amendment thereto, has been declared effective by the Commission, such notice being satisfied by the posting by
the Commission on www.sec.gov of a notice of effectiveness;


 


(iii)        if
Reven REIT determines in its good faith judgment, after consultation with counsel, that the use of the Registration Statement,
including any pre- or post-effective amendment thereto, or the use of any prospectus contained in such Registration Statement would
require the disclosure of important information that Reven REIT has a bona fide business purpose for preserving as confidential
or the disclosure of which would impede Reven REIT’s ability to consummate a significant transaction, upon written notice
of such determination by Reven REIT, the rights of each Limited Partner to offer, sell or distribute its Redemption Shares pursuant
to such Registration Statement or prospectus or to require Reven REIT to take action with respect to the registration or sale of
any Redemption Shares pursuant to a Registration Statement (including any action contemplated by this Section 8.05) will be
suspended until the date upon which Reven REIT notifies such Limited Partner in writing that suspension of such rights for the
grounds set forth in this paragraph is no longer necessary; provided, that Reven REIT may not suspend such rights for an
aggregate period of more than 180 days in any 12-month period. Notice referenced in this paragraph (iii) shall be deemed sufficient
if given through the issuance of a press release or filing with the Commission and, if such notice is not publicly distributed,
the Limited Partner agrees to keep the subject information confidential and acknowledge such information may constitute material
non-public information subject to the restrictions under applicable securities laws; and


 




    	- 45 -



    	 



    

 


(iv)        in
the case of the registration of any underwritten equity offering proposed by Reven REIT (other than any registration by Reven REIT
on Form S-8, or a successor or substantially similar form, of an employee stock option, stock purchase or compensation plan or
of securities issued or issuable pursuant to any such plan), each Limited Partner will agree, if requested in writing by the managing
underwriter or underwriters administering such offering, not to effect any offer, sale or distribution of any REIT Shares or Redemption
Shares (or any option or right to acquire REIT Shares or Redemption Shares) during the period commencing on the tenth day prior
to the expected effective date (which date shall be stated in such notice) of the registration statement covering such underwritten
primary equity offering or, if such offering shall be a “take-down” from an effective shelf registration statement,
the tenth day prior to the expected commencement date (which date shall be stated in such notice) of such offering, and ending
on the date specified by such managing underwriter in such written request to the Limited Partners; provided, that no Limited
Partner shall be required to agree not to effect any offer, sale or distribution of its Redemption Shares for a period of time
that is longer than the greater of 90 days or the period of time for which any senior executive of Reven REIT is required so to
agree in connection with such offering. Nothing in this paragraph shall be read to limit the ability of any Limited Partner to
redeem its Common Units in accordance with the terms of this Agreement.


 


(b)          Listing
on Securities Exchange. If Reven REIT lists or maintains the listing of REIT Shares on any securities exchange or national
market system, it shall, at its expense and as necessary to permit the registration and sale of the Redemption Shares hereunder,
list thereon, maintain and, when necessary, increase such listing to include such Redemption Shares.


 


(c)          Registration
Not Required. Notwithstanding the foregoing, Reven REIT shall not be required to file or maintain the effectiveness of a registration
statement relating to Redemption Shares after the first date upon which, in the opinion of counsel to Reven REIT, all of the Redemption
Shares covered thereby could be sold by the holders thereof either (i) pursuant to Rule 144 under the Securities Act,
or any successor rule thereto (“Rule 144”) without limitation as to amount or manner of sale or (ii) pursuant
to Rule 144 in one transaction in accordance with the volume limitations contained in Rule 144(e).


 


(d)          Allocation
of Expenses. The Partnership shall pay all expenses in connection with the Registration Statement, including without limitation
(i) all expenses incident to filing with the Financial Industry Regulatory Authority, Inc., (ii) registration fees, (iii) printing
expenses, (iv) accounting and legal fees and expenses, except to the extent holders of Redemption Shares elect to engage accountants
or attorneys in addition to the accountants and attorneys engaged by Reven REIT or the Partnership, which fees and expenses for
such accountants or attorneys shall be for the account of the holders of the Redemption Shares, (v) accounting expenses incident
to or required by any such registration or qualification and (vi) expenses of complying with the securities or blue sky laws
of any jurisdictions in connection with such registration or qualification; provided, however, that neither the Partnership
nor Reven REIT shall be liable for (A) any discounts or commissions to any underwriter or broker attributable to the sale of Redemption
Shares, or (B) any fees or expenses incurred by holders of Redemption Shares in connection with such registration that, according
to the written instructions of any regulatory authority, the Partnership or Reven REIT is not permitted to pay.


 




    	- 46 -



    	 



    

 


(e)          Indemnification.


 


(i)          In
connection with the Registration Statement, Reven REIT and the Partnership agree to indemnify each holder of Redemption Shares
and each Person who controls any such holder of Redemption Shares within the meaning of Section 15 of the Securities Act,
against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) caused by any untrue,
or alleged untrue, statement of a material fact contained in the Registration Statement, preliminary prospectus or prospectus (as
amended or supplemented if Reven REIT shall have furnished any amendments or supplements thereto) or caused by any omission or
alleged omission, to state therein a material fact required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by any untrue statement, alleged
untrue statement, omission, or alleged omission based upon information furnished to Reven REIT by the Limited Partner of the holder
for use therein. Reven REIT and each officer, director and controlling person of Reven REIT and the Partnership shall be indemnified
by each Limited Partner or holder of Redemption Shares covered by the Registration Statement for all such losses, claims, damages,
liabilities and expenses (including reasonable costs of investigation) caused by any untrue, or alleged untrue, statement or any
omission, or alleged omission, based upon information furnished to Reven REIT by the Limited Partner or the holder for use therein.


 


(ii)         Promptly
upon receipt by a party indemnified under this Section 8.05(e) of notice of the commencement of any action against such indemnified
party in respect of which indemnity or reimbursement may be sought against any indemnifying party under this Section 8.05(e), such
indemnified party shall notify the indemnifying party in writing of the commencement of such action, but the failure to so notify
the indemnifying party shall not relieve it of any liability that it may have to any indemnified party otherwise than under this
Section 8.05(e) unless such failure shall materially adversely affect the defense of such action. In case notice of commencement
of any such action shall be given to the indemnifying party as above provided, the indemnifying party shall be entitled to participate
in and, to the extent it may wish, jointly with any other indemnifying party similarly notified, to assume the defense of such
action at its own expense, with counsel chosen by it and reasonably satisfactory to such indemnified party. The indemnified party
shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the reasonable fees
and expenses of such counsel (other than reasonable costs of investigation) shall be paid by the indemnified party unless (i) the
indemnifying party agrees to pay the same, (ii) the indemnifying party fails to assume the defense of such action with counsel
reasonably satisfactory to the indemnified party or (iii) the named parties to any such action (including any impleaded parties)
have been advised by such counsel that representation of such indemnified party and the indemnifying party by the same counsel
would be inappropriate under applicable standards of professional conduct (in which case the indemnified party shall have the right
to separate counsel and the indemnifying party shall pay the reasonable fees and expenses of such separate counsel, provided that,
the indemnifying party shall not be liable for more than one separate counsel). No indemnifying party shall be liable for any settlement
of any proceeding entered into without its consent.


 




    	- 47 -



    	 



    

 


(f)          Contribution.


 


(i)          If
for any reason the indemnification provisions contemplated by Section 8.05(e) hereof are either unavailable or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities referred to therein, then the party
that would otherwise be required to provide indemnification or the indemnifying party (in either case, for purposes of this Section 8.05(f),
the “Indemnifying Party”) in respect of such losses, claims, damages or liabilities, shall contribute to the
amount paid or payable by the party that would otherwise be entitled to indemnification or the indemnified party (in either case,
for purposes of this Section 8.05(f), the “Indemnified Party”) as a result of such losses, claims, damages,
liabilities or expense, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the Indemnified
Party, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and Indemnified Party
shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact related to information supplied by the Indemnifying Party or Indemnified Party, and
the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall
be deemed to include any legal or other fees or expenses reasonably incurred by such party.


 


(ii)         The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8.05(f) were determined
by pro rata allocation (even if the holders were treated as one entity for such purpose) or by any other method of allocation that
does not take account of the equitable considerations referred to in the immediately preceding paragraph. No person or entity determined
to have committed a fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.


 




    	- 48 -



    	 



    

 


(iii)        The
contribution provided for in this Section 8.05(f) shall survive the termination of this Agreement and shall remain in full
force and effect regardless of any investigation made by or on behalf of any Indemnified Party.


 


Article
IX


 


TRANSFERS OF PARTNERSHIP INTERESTS


 


9.01.         Purchase
for Investment.


 


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


 


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


 


9.02.         Restrictions
on Transfer of Partnership Units.


 


(a)          Subject
to the provisions of Sections 9.02(b) and (c) hereof, no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise
transfer all or any portion of such Limited Partner’s Partnership Units, or any of such Limited Partner’s economic
rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”)
without the consent of the General Partner, which consent may be granted or withheld in the General Partner’s sole and absolute
discretion; provided, that the term Transfer does not include (a) any redemption of Common Units by the Partnership or Reven
REIT, or acquisition of Common Units by Reven REIT, pursuant to Section 8.04 or (b) any redemption of Partnership Units pursuant
to any Partnership Unit Designation. 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 (including, but not limited to, cost of legal
counsel).


 


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


 


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


 




    	- 49 -



    	 



    

 


(d)          No
Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person (including pursuant to the
Redemption Right) if (i) in the opinion of legal counsel for the Partnership, such Transfer would result in the Partnership being
treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i)
of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of Reven REIT to
continue to qualify as a REIT or subject Reven REIT to any additional taxes under Section 857 or Section 4981 of the Code,
(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 or (iv) in the opinion of legal counsel
for the Partnership, such Transfer is reasonably likely to cause the Partnership to fail to satisfy the 90% qualifying income test
described in Section 7704(c) of the Code.


 


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


 


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


 


9.03.         Admission
of Substitute Limited Partner.


 


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


 


(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 in accordance with the Act.


 


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


 


(iv)        If
the assignee is a corporation, partnership, limited liability company 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.


 




    	- 50 -



    	 



    

 


(v)         The
assignee shall have executed a power of attorney containing the terms and provisions set forth in Section 8.02 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 shall have obtained the prior written consent of the General Partner to its admission as a Substitute Limited Partner,
which consent may be given or denied in the exercise of the General Partner’s sole and absolute discretion.


 


(b)          For
the purpose of allocating Profits and Losses and distributing cash received by the Partnership, a Substitute Limited Partner shall
be treated as having become, and appearing in the records of the Partnership as, a Partner upon the filing of the Certificate described
in Section 9.03(a)(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 and the Substitute Limited Partner shall cooperate with each other by preparing the documentation required by this
Section 9.03 and making all official filings and publications. The Partnership shall take all such action as promptly as practicable
after the satisfaction of the conditions in this Article IX to the admission of such Person as a Limited Partner of the Partnership.


 


9.04.         Rights
of Assignees of Partnership Units.


 


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


 


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


 


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


 




    	- 51 -



    	 



    

 


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


 


Article
X


 


BOOKS AND RECORDS; ACCOUNTING; TAX MATTERS


 


10.01.         Books
and Records. At all times during the continuance of the Partnership, the General Partner shall keep or cause to be kept
at the Partnership’s specified office true and complete books of account in accordance with generally accepted accounting
principles, including: (a) a current list of the full name and last known business address of each Partner, (b) a copy of
the Certificate 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 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 a copy of such records upon
reasonable request.


 


10.02.         Custody
of Partnership Funds; Bank Accounts.


 


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


 


(b)          All
deposits and other funds not needed in the operation of the business of the Partnership may be invested by the General Partner.


 




    	- 52 -



    	 



    

 


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


 


10.04.         Annual
Tax Information and Report. The General Partner shall use commercially reasonable efforts to furnish to each person who
was a Limited Partner at any time during such year, within 120 days after the end of each fiscal year of the Partnership, the
tax information necessary to file such Limited Partner’s individual tax returns as shall be reasonably required by law.


 


10.05.         Tax
Classification; Tax Matters Partner; Tax Elections; Special Basis Adjustments.


 


(a)          The
Partnership shall be classified as a partnership for federal income tax purposes at such time as it is deemed for such purposes
to have more than one member (apart from Reven REIT and the General Partner, to the extent that the General Partner is classified
for federal income tax purposes as a disregarded entity which is wholly-owned by Reven REIT). Prior to such time, the Partnership
shall be classified as a disregarded entity that is wholly-owned, directly and indirectly, by Reven REIT.


 


(b)          The
General Partner shall be the Tax Matters Partner of the Partnership. To the extent that the General Partner is classified for federal
income tax purposes as a disregarded entity that is wholly-owned by Reven REIT, it shall be deemed to act on behalf of Reven REIT
as the Tax Matters Partner of the Partnership. 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 that 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.


 


(c)          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.


 


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


 




    	- 53 -



    	 



    

 


(e)          The
Partners, intending to be legally bound, hereby authorize the Partnership to make an election (the “Safe Harbor Election”)
to have the “liquidation value” safe harbor provided in Proposed Treasury Regulation § 1.83-3(l) and the
Proposed Revenue Procedure set forth in Internal Revenue Service Notice 2005-43, as such safe harbor may be modified when such
proposed guidance is issued in final form or as amended by subsequently issued guidance (the “Safe Harbor”),
apply to any interest in the Partnership transferred to a service provider while the Safe Harbor Election remains effective, to
the extent such interest meets the Safe Harbor requirements (collectively, such interests are referred to as “Safe Harbor
Interests”). The Tax Matters Partner is authorized and directed to execute and file the Safe Harbor Election on behalf
of the Partnership and the Partners. The Partnership and the Partners (including any person to whom an interest in the Partnership
is transferred in connection with the performance of services) hereby agree to comply with all requirements of the Safe Harbor
(including forfeiture allocations) with respect to all Safe Harbor Interests and to prepare and file all U.S. federal income tax
returns reporting the tax consequences of the issuance and vesting of Safe Harbor Interests consistent with such final Safe Harbor
guidance. The Partnership is also authorized to take such actions as are necessary to achieve, under the Safe Harbor, the effect
that the election and compliance with all requirements of the Safe Harbor referred to above would be intended to achieve under
Proposed Treasury Regulation § 1.83-3, including amending this Agreement. In the event the Safe Harbor Election
is rendered moot or obsolete by future legislation that amends Section 83 of the Code, this Section 10.05(e) shall have no
effect. The liquidation value of each LTIP Unit shall be zero upon grant as provided in Section 4.04(c)(i).


 


(f)          Each
Limited Partner shall be required to provide such information as reasonably requested by the Partnership in order to determine
whether such Limited Partner (i) owns, directly or constructively (within the meaning of Section 318(a) of the Code, as modified
by Section 856(d)(5) of the Code and Section 7704(d)(3) of the Code), 5% or more of the value of the Partnership or (ii) owns,
directly or constructively (within the meaning of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code
and Section 7704(d)(3) of the Code), 10% or more of (a) the stock, by voting power or value, of a tenant (other than a “taxable
REIT subsidiary” within the meaning of Section 856(d) of the Code) of the Partnership that is a corporation or (b) the assets
or net profits of a tenant of the Partnership that is a noncorporate entity.


 


Article
XI


 


AMENDMENT OF AGREEMENT; MERGER


 


11.01.         Amendment
of Agreement.


 


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


 


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


 




    	- 54 -



    	 



    

 


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


 


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


 


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


 


(e)          any
amendment to this Article XI.


 


11.02.         Merger
of Partnership.


 


The General Partner,
without the consent of the Limited Partners, may (i) merge or consolidate the Partnership with or into any other domestic or foreign
partnership, limited partnership, limited liability company or corporation or (ii) sell all or substantially all of the assets
of the Partnership in a transaction pursuant to which the Limited Partners (other than the General Partner, Reven REIT or any Subsidiary
of the General Partner or Reven REIT) receive the consideration set forth in Section 7.01(c)(ii) hereof or in a transaction
that complies with Section 7.01(c)(iii) or Section 7.01(d) hereof and may amend this Agreement in connection with any
such transaction consistent with the provisions of this Article XI; provided, that the consent of a Majority in Interest
shall be required in the case of any other (a) merger or consolidation of the Partnership with or into any other domestic or foreign
partnership, limited partnership, limited liability company or corporation or (b) sale of all or substantially all of the assets
of the Partnership.


 


Article
XII


 


GENERAL PROVISIONS


 


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


 


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


 




    	- 55 -



    	 



    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


12.10.         Exclusive
Forum for Certain Litigation. Unless the General Partner consents in writing to the selection of an alternative forum,
the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Partnership, (ii) any action
asserting a claim of breach of a fiduciary duty owed by any manager, member, director or officer or other employee of the Partnership
or the General Partner to the Partnership or the Partnership’s limited Partners, (iii) any action asserting a claim against
Partnership or the General Partner or any manager, member, director or officer or other employee of the Partnership or the General
Partner arising pursuant to any provision of the Act or this Agreement (in each case, as they may be amended from time to time),
or (iv) any action asserting a claim against the Partnership or the General Partner or any manager, member, director or officer
or other employee of the Partnership or the General Partner governed by the internal affairs doctrine shall be a state court located
within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district
court for the District of Delaware).


 


[SIGNATURE PAGES FOLLOW]


 




    	- 56 -



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have hereunder affixed their signatures to this Agreement of Limited Partnership, all as of the 1st
day of June 2015.


 





	 	GENERAL PARTNER:
	 	 
	 	Reven Housing GP, LLC
	 	 	 
	 	By:  	Reven Housing REIT, Inc.
	 	Its:	Sole Member
	 	 	 
	 	By:	/s/ Chad. M. Carpenter
	 	 	Name:  Chad M. Carpenter
	 	 	Title:  Chief Executive Officer
	 	 	 
	 	LIMITED PARTNER:
	 	 
	 	Reven Housing REIT, INC.
	 	 	 
	 	By:	/s/ Chad. M. Carpenter
	 	 	Name:  Chad M. Carpenter
	 	 	Title:  Chief Executive Officer
	 	 	 
	 	LIMITED PARTNER:
	 	 
	 	LIMITED PARTNER:




 




    	Exhibit A-1



    	 	 	 



    




 


EXHIBIT
A


 


Partners, Capital Contributions and Percentage
Interests


 


	Name	 	Capital Contribution	 	Percentage Interest
	Reven Housing REIT, Inc.	 	The 99.9% interest in the net assets of Reven Housing REIT, Inc.
    pursuant to that certain Contribution Agreement dated June 1, 2015 between the Partnership, Reven Housing GP, LLC and Reven
    Housing REIT, Inc.	 	99.9%
	 	 	 	 	 
	Reven Housing GP, LLC	 	The 0.1% interest in the net assets of Reven Housing REIT, Inc.
    pursuant to that certain Contribution Agreement dated June 1, 2015 between the Partnership, Reven Housing GP, LLC and Reven
    Housing REIT, Inc.	 	0.1%




 




    	Exhibit A-2



    	 	 	 



    

 


EXHIBIT
B


 


NOTICE OF REDEMPTION


 


In accordance with
Section 8.04 of the Agreement of Limited Partnership, as amended (the “Agreement”), of Reven Housing REIT OP,
L.P., the undersigned hereby irrevocably (i) presents for redemption [_______] Common
Units in Reven Housing REIT OP, L.P. in accordance with the terms of the Agreement and the Redemption Right referred to in Section
8.04 thereof, (ii) surrenders such Common Units and all right, title and interest therein and (iii) directs that the Cash Amount
or REIT Shares Amount (as defined in the Agreement) as determined by the General Partner deliverable upon exercise of the 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. The undersigned hereby represents, warrants
and certifies that the undersigned (a) has title to such Common Units, free and clear of the rights and interests of any person
or entity other than the Partnership or the General Partner; (b) has the full right, power and authority to cause the redemption
of the Common Units as provided herein; and (c) has obtained the approval of all persons or entities, if any, having the right
to consent to or approve the Common Units for redemption.


 


Dated: _______


 


Name of Limited Partner:


 


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




 


If REIT Shares are to be issued, issue to:


 


Please insert social security or identifying number:


 


Name:


 




    	Exhibit B-1



    	 	 	 



    

 


EXHIBIT
C-1


 


CERTIFICATION
OF NON-FOREIGN STATUS

(FOR REDEEMING LIMITED PARTNERS THAT ARE ENTITIES)


 


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


 


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



 


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



 


		3.	The U.S. employer identification number of Partner is [_______].



 


		4.	The principal business address of Partner is: [_______]
and Partner’s place of incorporation is [_______].



 


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



 


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



 


	 	PARTNER:
	 	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    	Exhibit C-1



    	 	 	 



    

 


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


 


	Date:	                                	 	                                 
	 	 	 	Name:
	 	 	 	Title:




 




    	Exhibit C-2



    	 	 	 



    

 


EXHIBIT
C-2


 


CERTIFICATION
OF NON-FOREIGN STATUS

(FOR REDEEMING LIMITED PARTNERS THAT ARE INDIVIDUALS)


 


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


 


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



 


		2.	My U.S. taxpayer identification number (social security number) is [_______].



 


		3.	My home address is: [_______].



 


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



 


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



 


	 	 
	 	Name:
	 	Title:


 


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


 


	 	 
	 	Name:
	 	Title:


 




    	Exhibit C-2-1



    	 	 	 



    

 


EXHIBIT
D


 


NOTICE
OF ELECTION BY PARTNER TO CONVERT

LTIP UNITS INTO COMMON UNITS


 


The undersigned holder
of LTIP Units hereby irrevocably: (i) elects to convert the number of LTIP Units in Reven Housing REIT OP, L.P. (the “Partnership”)
set forth below into Common Units in accordance with the terms of the Agreement of Limited Partnership of the Partnership, as amended;
and (ii) directs that any cash in lieu of Common Units that may be deliverable upon such conversion be delivered to the address
specified below. The undersigned hereby represents, warrants and certifies that the undersigned: (a) has title to such LTIP Units,
free and clear of the rights or interests of any other person or entity other than the Partnership or the General Partner; (b)
has the full right, power, and authority to cause the conversion of such LTIP Units as provided herein; and (c) has obtained the
consent to or approval of all persons or entities, if any, having the right to consent to or approve such conversion.


 


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


 


	Number of LTIP Units to be Converted:   	 


 


	Date of this Notice:   	 


 


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


 


	 
	(Street Address)


 


	 	 	 
	(City)	(State)	(Zip Code)


 


	Signature Guaranteed by:   	 


 




    	Exhibit D-1



    	 	 	 



    

 


EXHIBIT
E


 


NOTICE
OF ELECTION BY PARTNERSHIP TO FORCE CONVERSION

OF LTIP UNITS INTO COMMON UNITS


 


Reven Housing REIT
OP, L.P. (the “Partnership”) hereby elects to cause the number of LTIP Units held by the holder of LTIP Units
set forth below to be converted into Common Units in accordance with the terms of the Agreement of Limited Partnership of the Partnership,
as amended, effective as of [_______] (the “Conversion Date”).


 


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


 


	Number of LTIP Units to be Converted:   	 


 


	Date of this Notice: