Amended and Restated Agreement of Limited Partnership



 Exhibit 10.1 

  
 AMENDED AND RESTATED 
  
 AGREEMENT OF LIMITED PARTNERSHIP 
  
 OF 
  
 PALADIN REALTY INCOME PROPERTIES, L.P. 
  

  
                                 , 2004 
  









 TABLE OF CONTENTS 
  

					
	 	 	 	  	Page


	 ARTICLE 1 DEFINED TERMS
	  	1
		
	 ARTICLE 2 ORGANIZATIONAL MATTERS
	  	14
			
	 2.1
	 	 Formation
	  	14
			
	 2.2
	 	 Name
	  	14
			
	 2.3
	 	 Registered Office and Agent
	  	15
			
	 2.4
	 	 Principal Place of Business
	  	15
			
	 2.5
	 	 Term and Termination
	  	15
			
	 2.6
	 	 Power of Attorney
	  	15
			
	 2.7
	 	 Effectiveness of this Agreement
	  	17
		
	 ARTICLE 3 PURPOSE AND POWERS
	  	17
			
	 3.1
	 	 Purpose and Business
	  	17
			
	 3.2
	 	 Powers
	  	18
		
	 ARTICLE 4 CAPITAL CONTRIBUTIONS; PARTNERSHIP UNITS; ADDITIONAL FUNDS
	  	18
			
	 4.1
	 	 Capital Contributions of the Partners
	  	18
			
	 4.2
	 	 Issuance of Additional Partnership Interests
	  	19
			
	 4.3
	 	 Issuance of Securities by the General Partner
	  	20
			
	 4.4
	 	 Additional Funds
	  	21
			
	 4.5
	 	 No Third-Party Beneficiary
	  	21
			
	 4.6
	 	 No Interest
	  	22
			
	 4.7
	 	 No Preemptive Rights
	  	22
			
	 4.8
	 	 Capital Accounts; Adjustments to Carrying Values
	  	22
		
	 ARTICLE 5 DISTRIBUTIONS
	  	23
			
	 5.1
	 	 Distributions
	  	23

  

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	 5.2
	 	 Qualification as a REIT
	  	24
			
	 5.3
	 	 Withholding
	  	24
			
	 5.4
	 	 Additional Partnership Interests
	  	24
		
	 ARTICLE 6 ALLOCATIONS
	  	24
			
	 6.1
	 	 Allocation of Profits and Net Losses
	  	24
			
	 6.2
	 	 Special Allocations
	  	25
			
	 6.3
	 	 Tax Allocations
	  	27
			
	 6.4
	 	 Revisions to Allocations to Reflect Issuance of Partnership Interests
	  	27
		
	 ARTICLE 7 MANAGEMENT AND OPERATIONS OF BUSINESS
	  	27
			
	 7.1
	 	 Management
	  	27
			
	 7.2
	 	 Certificate of Limited Partnership
	  	31
			
	 7.3
	 	 Reimbursement of the General Partner
	  	31
			
	 7.4
	 	 Acquisition of Limited Partner Interests by the General Partner
	  	32
			
	 7.5
	 	 Transactions with Affiliates
	  	32
			
	 7.6
	 	 Indemnification
	  	33
			
	 7.7
	 	 Liability of the General Partner
	  	35
			
	 7.8
	 	 Other Matters Concerning the General Partner
	  	36
			
	 7.9
	 	 Title to Partnership Assets
	  	37
			
	 7.10
	 	 Reliance by Third Parties
	  	37
		
	 ARTICLE 8 RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS
	  	38
			
	 8.1
	 	 Limitation of Liability
	  	38
			
	 8.2
	 	 No Right to Participate in the Management of Business
	  	38
			
	 8.3
	 	 Outside Activities of Limited Partners
	  	38
			
	 8.4
	 	 Return of Capital
	  	39
			
	 8.5
	 	 Rights of Limited Partners Relating to the Partnership
	  	39

  

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	 8.6
	 	 Redemption Right
	  	40
		
	 ARTICLE 9 BOOKS, RECORDS, ACCOUNTING AND REPORTS
	  	43
			
	 9.1
	 	 Records and Accounting
	  	43
			
	 9.2
	 	 Reports
	  	43
		
	 ARTICLE 10 TAX MATTERS
	  	43
			
	 10.1
	 	 Preparation of Tax Returns
	  	43
			
	 10.2
	 	 Tax Elections
	  	44
			
	 10.3
	 	 Tax Matters Partner
	  	44
			
	 10.4
	 	 Organizational Expenses
	  	45
			
	 10.5
	 	 Withholding
	  	45
		
	 ARTICLE 11 TRANSFERS AND WITHDRAWALS
	  	46
			
	 11.1
	 	 Transfer
	  	46
			
	 11.2
	 	 Transfer of the General Partner’s General Partner Interest
	  	47
			
	 11.3
	 	 Limited Partners’ Rights to Transfer
	  	47
			
	 11.4
	 	 Substituted Limited Partners
	  	48
			
	 11.5
	 	 Assignees
	  	49
			
	 11.6
	 	 General Provisions
	  	49
		
	 ARTICLE 12 ADMISSION OF PARTNERS
	  	51
			
	 12.1
	 	 Admission of Successor General Partner
	  	51
			
	 12.2
	 	 Admission of Additional Limited Partners
	  	51
			
	 12.3
	 	 Amendment of Agreement and Certificate of Limited Partnership
	  	52
		
	 ARTICLE 13 DISSOLUTION, LIQUIDATION AND TERMINATION
	  	52
			
	 13.1
	 	 Dissolution
	  	52
			
	 13.2
	 	 Winding Up; Liquidation
	  	53
			
	 13.3
	 	 No Obligation to Contribute Deficit
	  	54

  

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	 13.4
	 	 Notice of Dissolution
	  	54
			
	 13.5
	 	 Termination of Partnership and Cancellation of Certificate of Limited Partnership
	  	55
			
	 13.6
	 	 Reasonable Time for Winding-Up
	  	55
			
	 13.7
	 	 Waiver of Partition
	  	55
		
	 ARTICLE 14 AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS
	  	55
			
	 14.1
	 	 Amendments
	  	55
			
	 14.2
	 	 Meetings of the Partners
	  	56
		
	 ARTICLE 15 GENERAL PROVISIONS
	  	57
			
	 15.1
	 	 Addresses and Notice
	  	57
			
	 15.2
	 	 Titles and Captions
	  	57
			
	 15.3
	 	 Pronouns and Plurals
	  	57
			
	 15.4
	 	 Further Action
	  	57
			
	 15.5
	 	 Binding Effect
	  	57
			
	 15.6
	 	 Creditors
	  	57
			
	 15.7
	 	 Waiver
	  	57
			
	 15.8
	 	 Counterparts
	  	58
			
	 15.9
	 	 Applicable Law
	  	58
			
	 15.10
	 	 Invalidity of Provisions
	  	58
			
	 15.11
	 	 Merger
	  	58
			
	 15.12
	 	 No Rights as Stockholders
	  	58
			
	 15.13
	 	 Entire Agreement
	  	58

  

					
	 EXHIBITS

	
	 Exhibit A - Partner’s Contributions and Partnership Interests

	
	 Exhibit B - Form of Notice of Redemption Request


  

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 AMENDED AND RESTATED 
  
 AGREEMENT OF LIMITED PARTNERSHIP 
  
 OF 
  
 PALADIN REALTY INCOME PROPERTIES, L.P. 
  
 THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PALADIN REALTY INCOME PROPERTIES, L.P. (this “Agreement”), dated as of
                    , 2004, is entered into by and among PALADIN REALTY INCOME PROPERTIES, INC., a Maryland corporation, as general partner
(the “General Partner”), and those Persons who have executed this Agreement or a counterpart hereof, or who become parties hereto pursuant to the terms of this Agreement. 
  
 W I T N E S S E T H 
  
 WHEREAS, the General Partner and the Initial Limited Partner formed Paladin
Realty Income Properties, L.P. (the “Partnership”) as a limited partnership pursuant to the Act by filing a certificate of limited partnership with the Secretary of State of the State of Delaware on October 31, 2003; 
  
 WHEREAS, the General Partner and the Initial Limited Partner entered into
that certain Agreement of Limited Partnership of Paladin Realty Income Properties, L.P., dated as of October 31, 2003 (the “Prior Partnership Agreement”), providing for the organization of the Partnership upon the terms and
conditions set forth therein; 
  
 WHEREAS, the parties thereto
desire to amend and restate the Prior Partnership Agreement in its entirety pursuant to the terms hereof; and 
  
 WHEREAS, this Agreement shall constitute the “partnership agreement” (within the meaning of the Act) of the Partnership, and shall be binding
upon all Persons now or at any time hereafter who are Partners; 
  
 NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth in this Agreement, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending
legally to be bound, hereby agree as follows: 
  
 ARTICLE 1

 DEFINED TERMS 
  
 Capitalized terms used in this Agreement (including exhibits, schedules and amendments) shall have the meanings set forth below or in the Section of this
Agreement referred to below, except as otherwise expressly indicated or limited by the context in which they appear in this Agreement. All terms defined in this Agreement in the singular have the same meanings when used in the plural and vice versa.
Accounting terms used but not otherwise defined shall have the meanings given to them under GAAP. 







 1.1 “Act” means the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, and
any successor to such statute. 
  
 1.2 “Additional Limited
Partner” means a Person that has executed and delivered an additional limited partner signature page in the form attached hereto and has been admitted to the Partnership as a Limited Partner pursuant to Section 12.2. 
  
 1.3 “Adjusted Capital Account Deficit” means with respect to any Partner,
the negative balance, if any, in such Partner’s Capital Account as of the end of any relevant Fiscal Year, determined after giving effect to the following adjustments: 
  
 (a) credit to such Capital Account any portion of such negative balance which such Partner (i) is treated as obligated to
restore to the Partnership pursuant to the provisions of Section 1.704-1(b)(2)(ii)(c) of the Treasury Regulations, or (ii) is deemed to be obligated to restore to the Partnership pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and
1.704-2(i)(5) of the Treasury Regulations; and 
  
 (b) debit to
such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Treasury Regulations. 
  
 This definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be
interpreted consistently therewith. 
  
 1.4 “Advisor” means
Paladin Realty Advisors, LLC, the advisor to the Partnership and the General Partner pursuant to the Advisory Agreement. 
  
 1.5 “Advisory Agreement” means that certain Advisory Agreement by and among the Advisor, the Partnership and the General Partner dated as of
                    , 2004. 
  
 1.6 “Affiliate” means, with respect to a specified Person, any Person that, directly or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with the specified Person. For this purpose, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the
possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. 
  
 1.7 “Agreed Value” means (a) in the case of any Contributed Property, the
fair market value of such Contributed Property at the time such property is contributed as determined by the General Partner and agreed to by the contributing party, reduced by any liabilities either assumed by the Partnership upon such contribution
or to which such property is subject when contributed, and (b) in the case of any property distributed to a Partner by the Partnership, the Partnership’s Carrying Value of such property at the time such property is distributed, reduced by any
indebtedness either assumed by such Partner upon such distribution or to which such property is subject at the time of distribution. 
  
 1.8 “Agreement” means this Amended and Restated Agreement of Limited Partnership of Paladin Realty Income Properties, L.P., as originally executed and as
amended, modified, supplemented or restated from time to time, as the context requires. 
  

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 1.9 “Appraised Value” means the value of the Partnership Assets as determined by an appraisal made by an
Independent Appraiser. 
  
 1.10 “Articles of Incorporation” means
the General Partner’s Articles of Incorporation, filed with the Maryland State Department of Assessments and Taxation, or other organizational document governing the General Partner, as amended, modified, supplemented or restated from time to
time. 
  
 1.11 “Assignee” means a Person to whom one or more
Partnership Units have been transferred in a manner permitted under this Agreement, but who has not become a Substituted Limited Partner, and who has the rights set forth in Section 11.5. 
  
 1.12 “Available Operating Cash” means the cash flows derived by the Partnership from the operation of the
Partnership’s business (other than any Net Capital Event Proceeds or Capital Contributions) before any deduction for depreciation or amortization and after deduction of: 
  
 (a) all operating costs and expenses including taxes; 
  
 (b) all payments of principal, interest and other charges in respect of any Partnership indebtedness; 
  
 (c) all expenditures for capital improvements to the Partnership assets or
property; and 
  
 (d) all reserves, whether for working capital,
debt repayment, new portfolio investments or otherwise (including for the redemption of Partnership Units) that are established by the General Partner in the exercise of its sole and absolute discretion. 
  
 1.13 “Book Gain” or “Book Loss” means the gain or loss
recognized by the Partnership for purposes of Section 704(b) of the Code in any Fiscal Year by reason of any sale or disposition with respect to any of the property or assets of the Partnership. Such Book Gain or Book Loss shall be computed by
reference to the Carrying Value of such property or assets as of the date of such sale or disposition, rather than by reference to the tax basis of such property or assets as of such date, and each and every reference herein to “gain” or
“loss” shall be deemed to refer to Book Gain or Book Loss, rather than to tax gain or tax loss, unless the context manifestly otherwise requires. 
  
 1.14 “Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in Los Angeles, California are authorized or required
by law to close. 
  
 1.15 “Capital Account” has the meaning set
forth in Section 4.8. 
  
 1.16 “Capital Contribution” means, with
respect to any Partner, any cash, cash equivalents or the Agreed Value of Contributed Property that such Partner contributes or is deemed to contribute to the Partnership pursuant to Article 4 hereof. 
  
 1.17 “Capital Transaction” means (a) any sale, exchange, taking by eminent
domain, damage, destruction or other disposition of all or any part of the assets of the Partnership, any 

  

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Subsidiary or any other Person in which the Partnership holds a direct or indirect interest, other than tangible personal property disposed of in the
ordinary course of business; or (b) any financing or refinancing of any indebtedness of the Partnership, any Subsidiary or any other Person in which the Partnership holds a direct or indirect interest; provided, that the receipt by the Partnership
of Capital Contributions shall not constitute a Capital Transaction; and provided further that no Terminating Capital Transaction shall constitute a Capital Transaction. 
  
 1.18 “Carrying Value” means, except as otherwise provided herein, (a) with respect to a Contributed Property, the fair
market value of such Contributed Property at the time such property is contributed, as determined by the General Partner and agreed to by the contributing partner, without reduction for any liabilities either assumed by the Partnership upon such
contribution or to which such property was subject when contributed, reduced (but not below zero) by all Depreciation with respect to such property charged to the Partners’ Capital Accounts, and (b) with respect to any other Partnership Asset,
the adjusted basis of such Partnership Asset for Federal income tax purposes, all as of the time of determination. The Carrying Value of any property shall be adjusted in accordance with Section 4.8(b) from time to time to reflect changes, additions
or other adjustments to the Carrying Value, as deemed appropriate by the General Partner. 
  
 1.19 “Cash Amount” means an amount of cash equal to the Value of the REIT Stock Amount on the Valuation Date. 
  

1.20 “Certificate” means the Certificate of Limited Partnership of the Partnership, filed on October 31, 2003, as amended, restated, supplemented or
otherwise modified from time to time as herein provided in accordance with the Act. 
  
 1.21 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any subsequent Federal law of similar import, and, to the extent applicable, any Treasury Regulations promulgated thereunder.

  
 1.22 “Common Stock” means a share of the common stock of the
General Partner, par value $.01 per share. Common Stock may be issued in one or more classes or series in accordance with the terms of the Articles of Incorporation. If there is more than one class or series of Common Stock, the term “Common
Stock” shall, as the context requires, be deemed to refer to the class or series of Common Stock that correspond to the class or series of Partnership Units for which the reference to Common Stock is made. 
  
 1.23 “Consent” means the consent or approval of a proposed action by a
Partner given in accordance with Section 14.2 hereof. 
  
 1.24 “Consent of
the Outside Limited Partners” means the Consent of the Outside Limited Partners holding a number of Partnership Units greater than fifty percent (50%) of the aggregate Partnership Units held by all Outside Limited Partners. 
  
 1.25 “Contributed Property” means each property or other asset (but
excluding cash and cash equivalents), in such form as may be contributed by a Partner to the Partnership as permitted by the Act. 
  

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 1.26 “Depreciation” means, for each Fiscal Year, an amount equal to the depreciation, amortization or
other cost recovery deduction allowable with respect to an asset for such year or other period for Federal income tax purposes; provided, that if the Carrying Value of an asset differs from its adjusted basis for Federal income tax purposes at the
beginning of any such year or other period, Depreciation shall be determined in the manner described in Treasury Regulations Section 1.704-1(b)(2)(iv)(g)(3) or 1.704-3(d)(2), whichever is applicable, and if such asset has a zero adjusted tax basis,
Depreciation shall be an amount determined under any reasonable method selected by the General Partner. 
  
 1.27 “Effective Date” means the date of first closing of the offering of Common Stock pursuant to the Registration Statement. 
  
 1.28 “8% Return” means, with respect to the General Partner, an amount calculated like simple interest at the rate of eight
percent (8%) per annum calculated on the varying daily balances of Invested Capital of the General Partner during the period to which the 8% Return relates, and determined on the basis of a 360-day year/30-day month, cumulative for the period for
which such 8% Return is being determined. 
  
 1.29 “8% Return
Account” means, with respect to the General Partner, as of any relevant date, an amount equal to the excess of (i) the 8% Return that has accrued with respect to the Invested Capital of the General Partner through such date, over (ii) the
sum of (A) the cumulative distributions of Available Cash and Net Capital Event Proceeds made to the General Partner prior to such relevant date pursuant to Section 5.1 hereof, and (B) the cumulative amounts paid to the General Partner in redemption
of its Partnership Units pursuant to Section 8.6(g) as of such date, other than such distributions and payments that are applied to reduce the Unrecovered Contribution Account of the General Partner. All amounts distributed and paid to the General
Partner pursuant to Sections 5.1 and 8.6(g) shall first be applied to reduce the Unrecovered Contribution Account of the General Partner until the balance of such Unrecovered Contribution Account equals zero ($0), and then shall be applied to reduce
the 8% Return Account of the General Partner. 
  
 1.30 “Entity”
means any general partnership, limited liability company, proprietorship, corporation, joint venture, joint-stock company, limited partnership, limited liability partnership, business trust, firm, trust, estate, governmental entity, cooperative,
association or other foreign or domestic enterprise. 
  
 1.31
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time (or any corresponding provisions of succeeding laws). 
  
 1.32 “Fiscal Year” means the fiscal year of the Partnership and shall be the same as its taxable year, which shall be the
calendar year unless otherwise determined by the General Partner in accordance with the Code. 
  
 1.33 “GAAP” means United States generally accepted accounting principles, as in effect from time to time. 
  
 1.34 “General Partner” means Paladin Realty Income Properties, Inc., a Maryland corporation, and any successor as general partner of the Partnership.

  

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 1.35 “General Partner Interest” means a Partnership Interest held by the General Partner, in its
capacity as general partner. A General Partner Interest may be expressed as a number of Partnership Units. 
  
 1.36 “Incapacity” or “Incapacitated” means: 
  
 (a) as to any individual Partner, death, total physical disability or entry by a court of competent jurisdiction adjudicating him incompetent to manage
his person or his estate; 
  
 (b) as to any corporation that is a
Partner, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; 
  
 (c) as to any partnership that is a Partner, the dissolution and commencement of winding up of the partnership; 
  
 (d) as to any estate that is a Partner, the distribution by the fiduciary of
the estate’s entire interest in the Partnership; 
  
 (e) as
to any trustee of a trust that is a Partner, the termination of the trust (but not the substitution of a new trustee); or 
  
 (f) as to any Partner, the bankruptcy of such Partner, which shall be deemed to have occurred when: 
  
 (i) the Partner commences a voluntary proceeding seeking
liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law now or hereafter in effect; 
  
 (ii) the Partner is adjudged as bankrupt or insolvent, or a final and nonappealable order for relief under any bankruptcy, insolvency or
similar law now or hereafter in effect has been entered against the Partner; 
  
 (iii) the Partner executes and delivers a general assignment for the benefit of the Partner’s creditors; 
  
 (iv) the Partner files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against
the Partner in any proceeding of the nature described in clause (ii) above; 
  
 (v) the Partner seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator for the Partner or for all or any substantial part of the Partner’s assets; 
  
 (vi) any proceeding seeking liquidation, reorganization or
other relief of or against such Partner under any bankruptcy, insolvency or other similar law now or hereafter in effect has not been dismissed within one hundred twenty (120) days after the commencement thereof; 
  

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 (vii) the appointment without the Partner’s consent or acquiescence of a trustee,
receiver or liquidator has not been vacated or stayed within ninety (90) days of such appointment; or 
  
 (viii) an appointment referred to in clause (vii) which has been stayed is not vacated within ninety (90) days after the expiration of any
such stay. 
  
 1.37 “Indemnitee” means 
  
 (a) any Person made a party to a proceeding by reason of its status as:

  
 (i) the General Partner, 
  
 (ii) a Limited Partner, 
  
 (iii) the Advisor, 
  
 (iv) a director, trustee, manager, member or officer of the
Partnership, the General Partner or the Advisor, or 
  
 (v) a director, trustee, manager, member or officer of any other Entity, serving in such capacity at the request of the Partnership, the General Partner or the Advisor, acting on behalf of the Partnership or the General Partner, or

  
 (b) such other Persons (including Affiliates of the General
Partner) 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. 
  
 1.38 “Independent Appraiser” means an appraiser of real estate with no material current or prior business or personal
relationship with the Advisor, the Partnership, the General Partner or the directors of the General Partner, that, in the determination of the General Partner, is qualified to appraise real estate by virtue of being engaged to a substantial extent
in the business of rendering opinions regarding the value of assets of the type held by the Partnership. Membership in a nationally recognized appraisal society such as the American Institute of Real Estate Appraisers or the Society of Real Estate
Appraisers shall be conclusive evidence of such qualification. 
  
 1.39
“Initial Limited Partner” means Paladin Realty Advisors, LLC. 
  
 1.40 “Invested Capital” means, with respect to the General Partner, as of any relevant date, an amount equal to the excess of (i) the aggregate amount of cash contributed or deemed contributed by the General Partner to the
Partnership from the gross proceeds of the issuance by the General Partner of REIT Stock or other equity Securities pursuant to Article IV hereof, over (ii) the sum of (A) the cumulative distributions of Net Sales Proceeds made to the General
Partner pursuant to Section 5.1(c) as of such date, and (B) the cumulative amounts paid to the General Partner in redemption of its Partnership Units pursuant to Section 8.6(g) as of such date. 
  
 1.41 “IRS” shall mean the Internal Revenue Service of the United States.

  

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 1.42 “Lien” means any lien, security interest, mortgage, deed of trust, charge, claim, encumbrance,
pledge, option, right of first offer or first refusal and any other right or interest of others of any kind or nature, actual or contingent, or other similar encumbrance of any nature whatsoever. 
  
 1.43 “Limited Partner” means, prior to the admission of the first Additional
Limited Partner to the Partnership, the Initial Limited Partner, and thereafter any Person named as a limited partner of the Partnership in Exhibit A, as such Exhibit may be amended from time to time, upon the execution and delivery by such
Person of an additional limited partner signature page, including any Additional Limited Partner or Substituted Limited Partner in each case, in such Person’s capacity as a limited partner of the Partnership. 
  
 1.44 “Limited Partner Interest” means a Partnership Interest of a Limited
Partner in the Partnership. A Limited Partner Interest may be expressed as a number of Partnership Units. 
  
 1.45 “Liquidating Event” has the meaning set forth in Section 13.1 hereof. 
  
 1.46 “Liquidator” has the meaning set forth in Section 13.2 hereof. 
  
 1.47 “Listing Event” means the listing of the REIT Stock on a national securities exchange or quotation of the REIT Stock
on the Nasdaq Stock Market. 
  
 1.48 “Listing Date” means the
date on which a Listing Event occurs. 
  
 1.49 “Market Value”
means the market value of the REIT Stock as of the date of a Listing Event, which shall be equal to the product of (a) the number of shares of REIT Stock issued and outstanding at the time of the Listing Event, multiplied by (b) the average Listed
Market Price (as defined below) of a share of REIT Stock for the 30 trading days beginning on the 180th day after
the Listing Date. The “Listed Market Price” of a share of REIT Stock for each such trading day shall be 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 on the national securities exchange on which the REIT Stock is listed for trading, or, if the REIT Stock is not listed for trading on a national securities exchange, as reported by the Nasdaq Stock Market. 
  
 1.50 “Nasdaq Stock Market” means the National Market of the National
Association of Securities Dealers, Inc. Automated Quotation System. 
  
 1.51
“Net Capital Event Proceeds” means, with respect to any Partnership Asset (or portion thereof), the proceeds, if any, with respect to a Capital Transaction related to such Partnership Asset, net of (a) any costs and expenses incurred
in connection with such Capital Transaction, (b) any of such proceeds which are used to repay indebtedness, (c) any insurance proceeds applied to restoration, repair or rebuilding, and (d) any proceeds of business interruption insurance, and after
setting aside appropriate reserves, as determined by the General Partner in its sole and absolute discretion. 
  
 1.52 “Net Sales Proceeds” means any Net Capital Event Proceeds other than proceeds from any transaction or event described under clause (b) of the definition herein of Capital Transaction; provided,
that the receipt by the Partnership of Capital Contributions shall not 

  

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constitute Net Sales Proceeds; and provided further that the proceeds of a Terminating Capital Transaction shall not constitute Net Sales Proceeds.

  
 1.53 “Nonrecourse Deductions” has the meaning set forth in
Sections 1.704-2(b)(1) and 1.704-2(c) of the Treasury Regulations. 
  
 1.54
“Nonrecourse Liabilities” has the meaning set forth in Section 1.704-2(b)(3) of the Treasury Regulations. 
  
 1.55 “Notice of Redemption Request” means a notice of redemption request substantially in the form of Exhibit B attached hereto. 
  
 1.56 “Outside Limited Partners” means the Limited Partners, excluding the
Initial Limited Partner and any Limited Partner that is an Affiliate of the General Partner or the Initial Limited Partner. 
  
 1.57 “Partner” means a General Partner or a Limited Partner, and “Partners” means the General Partner and the Limited Partners, collectively.

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

  
 1.59 “Partner Nonrecourse Debt” has the meaning set forth in
Treasury Regulations Section 1.704-2(b)(4). 
  
 1.60 “Partner Nonrecourse
Deductions” has the meaning set forth in Treasury Regulations Section 1.704-2(i)(2), and the amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a Partnership taxable year shall be determined in
accordance with the rules of Treasury Regulations Section 1.704-2(i)(2). 
  
 1.61 “Partnership” means Paladin Realty Income Properties, L.P., and any successor thereto. 
  
 1.62 “Partnership Asset” means the interest of the Partnership in any Entity or security (whether in corporate securities, equity, debt or hybrid
securities, partnership or joint venture interests, other contractual rights or otherwise), or any other Real Estate Assets or other assets owned, directly or indirectly, by the Partnership, as determined by the General Partner. 
  
 1.63 “Partnership Interest” means the entire ownership interest of a Partner
in the Partnership at any particular time which represents a Capital Contribution by such Partner and which includes the right of such Partner to any and all benefits to which such Partner may be entitled as provided in this Agreement, together with
the obligations of such Partner to comply with all terms and provisions of this Agreement. A Partnership Interest may be expressed as a number of Partnership Units. 
  
 1.64 “Partnership Minimum Gain” has the meaning set forth in Regulations Section 1.704-2(b)(2), and the amount of
Partnership Minimum Gain, as well as any net increase or decrease in 

  

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a Partnership Minimum Gain, for a Partnership taxable year shall be determined in accordance with the rules of Treasury Regulations Section 1.704-2(d).

  
 1.65 “Partnership Record Date” means the record date
established by the General Partner for the distribution by the Partnership of Available Operating Cash, Net Capital Event Proceeds or other Partnership Assets pursuant to Section 5.1 hereof, which record date shall be the same as the record date
established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution by the Partnership. 
  
 1.66 “Partnership Unit” means a unit of Partnership Interest with the rights, powers and duties set forth herein, designated as such on Exhibit A
and expressed in the number set forth on Exhibit A, as such exhibit may be amended from time to time. 
  
 1.67 “Percentage Interest” means, as to each Partner, the percentage determined by dividing the total number of Partnership Units owned by such Partner by the aggregate number of Partnership Units
then issued and outstanding, as set forth on Exhibit A, as such exhibit may be amended from time to time. 
  
 1.68 “Permitted Transferee” means with respect to a Person, (a) any Affiliate of such Person, (b) the spouse of such Person or any ancestor, descendent
or sibling of such Person or of the spouse of such Person, or (c) any trust for the benefit of such Person or any other person described in clause (b) of this Section 1.68. 
  
 1.69 “Person” means any individual or Entity, and the heirs, executors, administrators, legal representatives, successors
and assigns of such individual or Entity where the context so permits. 
  
 1.70
“Profits” and “Losses” means, for each Fiscal Year or other period for which allocations to Partners are made, an amount equal to the Partnership’s taxable income or loss for such period determined in accordance
with Federal income tax principles, with the following adjustments: 
  
 (a) any income of the Partnership that is exempt from Federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this provision shall be added to such taxable income or loss; 
  
 (b) any expenditure of the Partnership described in Section 705(a)(2)(B) of
the Code or treated as Code Section 705(a)(2)(B) expenditures pursuant to Section 1.704-1(b)(2)(iv)(i) of the Treasury Regulations, and not otherwise taken into account in computing Profits or Losses pursuant to this provision, shall be subtracted
from such taxable income or loss; 
  
 (c) in the event the
Carrying Value of any Partnership asset is adjusted pursuant to this Agreement, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses, and shall be
allocated in accordance with the provisions of Article 6; 
  
 (d)
Book Gain or Book Loss from a Capital Transaction shall be taken into account in lieu of any tax gain or tax loss recognized by the Partnership by reason of such Capital Transaction; 
  

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 (e) in lieu of the depreciation, amortization, and other cost recovery deductions taken into account in
computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year or other period, computed as provided in this Agreement; 
  
 (f) to the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or Section
743(b) of the Code is required pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Partner’s interest in the Partnership,
the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the Partnership asset) or loss (if the adjustment decreases the basis of the Partnership asset) from the disposition of the Partnership asset
and shall be taken into account for purposes of computing Profits or Losses; and 
  
 (g) any items which are specially allocated pursuant to Section 6.2 shall not be taken into account in computing Profits or Losses. 
  
 If the Partnership’s taxable income or loss for such Fiscal Year or other period, as adjusted in the manner provided above, is a
positive amount, such amount shall be the Partnership’s Profits for such Fiscal Year or other period; and if a negative amount, such amount shall be the Partnership’s Losses for such Fiscal Year or other period. 
  
 1.71 “Prohibited Transferee” means any Person who is a: 
  
 (a) person or entity who is a “designated national,”
“specially designated national,” “specially designated terrorist,” “specially designated global terrorist,” “foreign terrorist organization,” or “blocked person” within the definitions set forth in
the Foreign Assets Control Regulations of the United States Treasury Department, 31 C.F.R., Subtitle B, Chapter V, as amended; 
  
 (b) person acting on behalf of, or an entity owned or controlled by, any government against whom the United States maintains economic sanctions or
embargoes under the Regulations of the United States Treasury Department, 31 C.F.R., Subtitle B, Chapter V, as amended, including, but not limited to, the “Government of Sudan,” the “Government of Iran,” the “Government of
Libya,” and the “Government of Iraq;” or 
  
 (c)
person or entity subject to additional restrictions imposed by the following statutes or Regulations and Executive Orders issued thereunder: the Trading with the Enemy Act, 50 U.S.C. app. §§1 et. seq., the Iraq Sanctions Act, Pub. L.
101-513, Title V, §§ 586 to 586J, 104 Stat. 2047, the National Emergencies Act, 50 U.S.C. §§ 1601 et. seq., the Antiterrorism and Effective Death Penalty Act of 1996, Pub. L. 104-132, 110 Stat. 1214-1319, the International
Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., the United Nations Participation Act, 22 U.S.C. § 287c, the International Security and Development Cooperation Act, 22 U.S.C. § 2349aa-9, the Nuclear Proliferation
Prevention Act of 1994, Pub. L. 103-236, 108 Stat. 507, the Foreign Narcotics Kingpin Designation Act, 21 U.S.C. §§ 1901 et. seq., the Iran and Libya Sanctions Act of 1996, Pub. L. 104-172, 110 Stat. 1541, the Cuban Democracy Act, 22
U.S.C. §§ 6001 et seq., the Cuban Liberty and Democratic Solidarity Act, 22 U.S.C. §§ 6021-91, and the Foreign Operations, Export Financing and Related Programs Appropriations Act, 1997, 

  

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Pub. L. 104-208, 110 Stat. 3009-172, or any other law of similar import as to any non-U.S. country, as each such Act or law has been or may be amended,
adjusted, modified, or reviewed from time to time. 
  
 1.72 “Real Estate
Assets” means unimproved and improved real property, real estate-related assets and any direct or indirect interest therein (including, without limitation, fee or leasehold interests, options, leases, partnership and joint venture
interests, equity and debt securities of entities that own real estate, first or second mortgages on real property, mezzanine loans secured by junior liens on real property, preferred equity interests secured by a property owner’s interest in
real property and other contractual rights in real estate). 
  
 1.73
“Redeeming Partner” has the meaning set forth in Section 8.6. 
  
 1.74 “Redemption Amount” means either the Cash Amount or the REIT Stock Amount, as determined by the General Partner in its sole and absolute discretion. 
  
 1.75 “Redemption Right” has the meaning set forth in Section 8.6. 
  
 1.76 “Registration Statement” means the Registration Statement on Form S-11
to be filed by the General Partner with the Securities and Exchange Commission, and any amendments thereto made at any time. 
  
 1.77 “REIT” means a “real estate investment trust” as defined under Section 856 of the Code. 
  
 1.78 “REIT Notice” has the meaning set forth in Section 8.6(g). 

 
 1.79 “REIT Requirements” has the meaning set forth in Section 5.2.

  
 1.80 “REIT Stock” means the Common Stock and all other shares
of capital stock of the General Partner. 
  
 1.81 “REIT Stock
Amount” means a number of shares of REIT Stock equal to the number of Partnership Units offered by redemption by a Redeeming Partner; provided that in the event that the General Partner issues to all holders of REIT Stock rights, options,
warrants, or convertible or exchangeable securities entitling stockholders of the General Partner to acquire REIT Stock, or any other securities or property (collectively, the “rights”), then the REIT Stock Amount shall also include such
rights that a holder of that number of shares of REIT Stock would be entitled to receive. 
  
 1.82 “Securities Act” means the Securities Act of 1933, as amended. 
  
 1.83 “Specified Redemption Date” means the tenth (10th) Business Day after receipt by the General Partner of a Notice of Redemption Request (or, in the case of the General Partner exercising the Redemption Right, after the date of the General
Partner’s receipt of a REIT Notice). 
  
 1.84 “Stock Option
Plans” means, collectively, any and all plans adopted from time to time by the General Partner pursuant to which REIT Stock is issued, or options to acquire REIT Stock 

  

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are granted, to employees or directors of the General Partner, employees of the Partnership or employees of their respective Affiliates in consideration for
services or future services. 
  
 1.85 “Subsidiary” means, with
respect to any Person, any Entity of which a majority of the voting power or the voting equity securities, and/or the outstanding equity interests (whether or not voting), is owned, directly or indirectly, by such Person. 
  
 1.86 “Substituted Limited Partner” means a Person who is admitted as a
Limited Partner to the Partnership pursuant to Section 11.4 hereof. 
  
 1.87
“Terminating Capital Transaction” means any sale or other disposition (other than a deemed disposition pursuant to Code Section 708(b)(1)(B) and the Treasury Regulations thereunder) of all or substantially all of the assets of the
Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership. 
  
 1.88 “Termination Event” means any termination of the Advisor as advisor to the Partnership and the General Partner under
the terms of the Advisory Agreement, other than any termination for “Cause” (as defined in the Advisory Agreement) and other than any termination of the Advisory Agreement due to the occurrence of a Listing Event. 
  
 1.89 “Transfer” means to give, sell, assign, pledge, hypothecate, devise,
bequeath, or otherwise dispose of, transfer, or permit to be transferred, during life or at death. The word “Transfer,” when used as a noun, shall mean any Transfer transaction. 
  
 1.90 “Treasury Regulations” means the Federal income tax regulations, including any temporary or proposed regulations,
promulgated under the Code, as such Treasury Regulations may be amended from time to time (it being understood that all references herein to specific sections of the Treasury Regulations shall be deemed also to refer to any corresponding provisions
of succeeding Treasury Regulations). 
  
 1.91 “Unrecovered Contribution
Account” means, with respect to the General Partner, as of any relevant date, the excess of (i) the aggregate amount of cash contributed or deemed contributed by the General Partner to the Partnership pursuant to the provisions of Article
IV as of such date, over (ii) the sum of (A) the cumulative distributions of Available Cash and Net Capital Event Proceeds made to the General Partner prior to such relevant date pursuant to Section 5.1 hereof, and (B) the cumulative amounts paid to
the General Partner in redemption of its Partnership Units pursuant to Section 8.6(g) as of such date. All amounts distributed and paid to the General Partner pursuant to Sections 5.1 and 8.6(g) shall first be applied to reduce the Unrecovered
Contribution Account of the General Partner until the balance of such Unrecovered Contribution Account equals zero ($0), and then shall be applied to reduce the 8% Return Account of the General Partner. 
  
 1.92 “Valuation Date” means the date of receipt by the General Partner of a
Notice of Redemption Request (or, in the case of the General Partner exercising the Redemption Right, the date of the General Partner’s receipt of a REIT Notice) or, if such date is not a Business Day, the first Business Day thereafter.

  

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 1.93 “Value” means, with respect to a share of REIT Stock, (a) if REIT Stock is traded on a national
securities exchange, reported through the Nasdaq Stock Market or otherwise traded over-the-counter, the average of the daily Market Price (as defined below) for shares of REIT Stock for the ten (10) consecutive trading days immediately preceding the
Valuation Date, or (b) if REIT Stock is not traded in a manner described in clause (a), the value of a share of REIT Stock as determined by the General Partner acting in good faith on the basis of such quotations and other information as it
considers, in its reasonable judgment, appropriate. The “Market Price” for each such trading day shall be (i) the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices
on such day, as reported by a reliable quotation source designated by the General Partner; or (ii) if no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such
day, as reported by a reliable quotation source designated by the General Partner, or (iii) if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more
than ten (10) days prior to the date in question) for which prices have been so reported. In the event the REIT Stock Amount includes rights that a holder of REIT Stock would be entitled to receive, then the Value of such rights shall be determined
by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. 
  
 ARTICLE 2 
 ORGANIZATIONAL MATTERS

  
 2.1 Formation 
  
 The Partnership is a limited partnership organized pursuant to the provision
of the Act and 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 the administration and termination of the Partnership shall be governed by
the Act. 
  
 2.2 Name 
  
 The name of the Partnership is Paladin Realty Income Properties, L.P. The
Partnership’s business may be conducted under such name or 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,”
“L.P.,” “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, acting in its sole
and absolute discretion without the Consent of any Limited Partner, may change the name of the Partnership. The General Partner shall notify the Limited Partners of any such name change in the next regular communication to the Limited Partners. Upon
termination of the Partnership or the termination, resignation or withdrawal of the Initial Limited Partner as the Advisor, all of the Partnership’s right, title and interest in and to the use of the name “Paladin Realty Income Properties,
L.P.” and any variation thereof, shall become the property of the Initial Limited Partner, and if requested to do so by the Initial Limited Partner, the Partnership shall change the name of the Partnership to exclude the term
“Paladin.” Neither the Partnership nor any Limited Partner shall have any right or interest in and to the use of any such name or mark. 
  

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 2.3 Registered Office and Agent 
  
 The address of the registered office of the Partnership in the State of Delaware shall be c/o Corporation Service Company,
2711 Centerville Road, Suite 400, Wilmington, DE 19808, or such other place as may be designated from time to time by the General Partner. The name of the registered agent for service of process on the Partnership in the State of Delaware at such
address shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808, or such other Person as may be designated from time to time by the General Partner. 
  
 2.4 Principal Place of Business 
  
 The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General Partner deems advisable. The
principal office of the Partnership shall be 10880 Wilshire Blvd., Los Angeles, California 90024, Suite 1400 or such other place as the General Partner may from time to time designate by notice to the Limited Partners. 
  
 2.5 Term and Termination 
  
 The term of the Partnership shall commence on the date hereof and shall continue until
                    , 2104, unless the Partnership is dissolved sooner pursuant to the provisions of Article 13 or as otherwise provided by
law. 
  
 2.6 Power of Attorney 
  
 (a) Each Limited Partner and each Assignee who accepts Partnership Units (or
any other Partnership Interest or any rights, benefits or privileges associated therewith) is deemed to irrevocably constitute and appoint the General Partner, any Liquidator and authorized officers and attorneys-in-fact of each, and each such
Person acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to: 
  
 (i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices: 

 
 (A) all certificates, documents and other instruments
(including, without limitation, this Agreement and the Certificate and all amendments or restatements thereof) that the General Partner or the Liquidator deems appropriate or necessary to form, qualify or continue the existence or qualification of
the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may or plans to conduct business or own property,
including, without limitation, any documents necessary or advisable to convey any Contributed Property to the Partnership; 
  
 (B) all instruments that the General Partner or any Liquidator deems appropriate or necessary to reflect any amendment, change,
modification or restatement of this Agreement in accordance with its terms; 
  

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 (C) all conveyances and other instruments or documents that the General Partner or any
Liquidator deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; 
  
 (D) all instruments relating to the admission, withdrawal,
removal or substitution of any Partner pursuant to, or other events described in, Article 11, 12 or 13 hereof or any Capital Contribution of any Partner; 
  
 (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of
Partnership Interests; 
  
 (F) all amendments to
this Agreement as provided in Article 14 hereof; and 
  
 (G) all other instruments that may be required by law to be filed on behalf of or relating to the Partnership and that are not inconsistent with this Agreement; and 
  
 (ii) execute, swear to, seal, acknowledge and file all ballots, consents, approvals, waivers, certificates
and other instruments appropriate or necessary, in the sole and absolute discretion of the General Partner or any Liquidator, to make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action which is made or given by
the Partners hereunder or is consistent with the terms of this Agreement or appropriate or necessary, in the sole discretion of the General Partner or any Liquidator, to effectuate the terms or intent of this Agreement. 
  
 Nothing contained herein shall be construed as authorizing the General
Partner or any Liquidator to amend this Agreement except in accordance with Article 14 hereof or as may be otherwise expressly provided for in this Agreement. 
  

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

  

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General Partner or the Liquidator, as the case may be, deems necessary to effectuate this Agreement and the purposes of the Partnership. 
  
 (e) Any Person dealing with the Partnership may conclusively presume and rely
upon the fact that any instrument referred to in this Section 2.6, executed by the General Partner or the Liquidator acting as attorney-in-fact, is authorized by and binding on the Partnership, without further inquiry. 
  
 2.7 Effectiveness of this Agreement 
  
 This Agreement shall govern the operations of the Partnership and the rights
and restrictions applicable to the Partners, to the extent permitted by law. Pursuant to Section 17-101(12) of the Act, all Persons who become holders of Partnership Interests shall be bound by the provisions of this Agreement. The execution by a
Person of this Agreement and acceptance thereof by the General Partner in accordance with the terms of this Agreement or the receipt of Partnership Interests by a Person as a successor or assign of an existing Partner and the consent of the General
Partner to the admission of such Person as a Substituted Limited Partner in accordance with the terms of this Agreement shall be deemed to constitute a request that the records of the Partnership reflect such admission, and shall be deemed to be a
sufficient act to comply with the requirements of Section 17-101(12) of the Act and to so cause that Person to become a Partner as of the date of acceptance of its Capital Contribution by the Partnership and to bind that Person to the terms and
conditions of this Agreement (and to entitle that Person to the rights of a Partner hereunder). 
  
 ARTICLE 3 
 PURPOSE AND POWERS 
  
 3.1 Purpose and Business 
  
 The purpose and nature of the business to be conducted by the Partnership is to conduct any business that may be lawfully conducted by a limited
partnership organized pursuant to the Act including, without limitation, to engage in the following activities: 
  
 (a) to acquire, hold, own, develop, construct, improve, maintain, operate, sell, lease, transfer, encumber, convey, exchange and otherwise dispose of or
deal with Real Estate Assets; 
  
 (b) to acquire, hold, own,
develop, construct, maintain, operate, sell, lease, transfer, encumber, convey, exchange and otherwise dispose of or deal with other real and personal property of all kinds; 
  
 (c) acquire own, hold for investment and ultimately dispose of general and limited partner interests, and stock, warrants,
options or other equity and debt interests in Entities, and exercise all rights and powers granted to the owner of any such interests; 
  
 (d) make any type of investment and engage in any other lawful act or activity for which limited partnerships may be formed under the Act, and by such
statement all lawful acts and activities shall be within the purposes of the Partnership; 
  

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 (e) to undertake such other activities as may be necessary, advisable, desirable or convenient to the
business of the Partnership; and 
  
 (f) to engage in such other
ancillary activities as shall be necessary or desirable to effectuate the foregoing purposes; 
  
 provided, however, that such business shall be limited to and conducted in such a manner as to permit the General Partner at all times to be classified as a REIT, unless the General Partner determines not to qualify
as a REIT or ceases to qualify as a REIT for reasons other than the conduct of the business of the Partnership. 
  
 3.2 Powers 
  
 (a) The Partnership is empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the
furtherance and accomplishment of the purposes and business described in Section 3.1 and for the protection and benefit of the Partnership including, without limitation, full power and authority to enter into, perform, and carry out contracts of any
kind, to borrow money and to issue evidences of indebtedness, whether or not secured by mortgage, trust deed, pledge or other Lien, and, directly or indirectly, to acquire, hold, own, develop, construct, improve, maintain and operate Real Estate
Assets, and to sell, lease, transfer, encumber, convey, exchange and otherwise dispose of Real Estate Assets. 
  
 (b) The General Partner also is empowered to do any and all acts and things necessary, appropriate or advisable to ensure that the Partnership will not be
classified as a “publicly traded partnership” within the meaning of Section 7704 of the Code, including, but not limited to, imposing restrictions on Transfers of Partnership Units. 
  
 ARTICLE 4 
 CAPITAL CONTRIBUTIONS; PARTNERSHIP UNITS; 
 ADDITIONAL FUNDS 
  
 4.1 Capital Contributions of the Partners 
  
 (a) Initial Capital Contributions. The General Partner and the Initial
Limited Partner have made or shall make on the Effective Date, the Capital Contributions as set forth on Exhibit A to this Agreement in exchange for the number of Partnership Units set forth opposite their names on Exhibit A. At such
time as Additional Limited Partners are admitted to the Partnership, each such Additional Limited Partner shall make Capital Contributions in the amount set forth opposite such Limited Partner’s name on Exhibit A, as it shall be amended
at the time of such contribution. 
  
 (b) Deemed Capital
Contributions. To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person to the Partnership, Persons who receive Partnership Interests in exchange
for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable 

  

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merger agreement or contribution agreement and as set forth in Exhibit A, as it shall be amended to reflect such deemed Capital Contributions.

  
 (c) Partnership Units. Each Partner shall own
Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to
time by the General Partner to the extent necessary to reflect accurately redemptions, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on the number of Partnership Units held by, and
the Percentage Interest of, any Partner. Each Partnership Unit shall entitle the holder thereof to one vote on all matters on which the Partners (or any portion of the Partners) are entitled to vote under this Agreement. 
  
 (d) No Additional Capital Contributions. Except as provided in
Sections 4.3(a) and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans or otherwise) and no Partner shall have any obligation to
restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise. 
  
 4.2 Issuance of Additional Partnership Interests 
  
 (a) The General Partner is authorized to cause the Partnership to issue additional Partnership Interests (or options or warrants to acquire Partnership
Interests) in the form of Partnership Units or other Partnership Interests in one or more series or classes to any Persons at any time or from time to time, on such terms and conditions as the General Partner shall establish in each case in its sole
and absolute discretion subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each class or series of Partnership Interests, (ii) the right of each class or
series of Partnership Interests to share in Partnership distributions, and (iii) the rights of each class or series of Partnership Interest upon dissolution and liquidation of the Partnership; provided, that, no such Partnership Interests shall be
issued to the General Partner unless either (A) the Partnership Interests are issued pursuant to Section 4.3, or (B) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to
their respective Percentage Interests in such class. 
  
 (b)
Subject to the limitations set forth in Sections 4.2(a) and 4.3(a), the General Partner may take such steps as it, in its sole and absolute discretion, deems necessary or appropriate to admit any Person as a Limited Partner of the Partnership in
accordance with Section 12.2 or to issue any Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this Agreement. 
  
 (c) Without limiting the foregoing, the General Partner is expressly authorized to cause the Partnership to issue
Partnership Interests (or options to acquire Partnership Interests) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the interest of the Partnership and the Partners (for example, and
not by way of limitation, the issuance of Partnership Units in connection with a Stock Option Plan providing for employee purchases of REIT Stock and corresponding Partnership Units at a discount from 

  

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fair market value or employee options that have an exercise price that is less than the fair market value of the REIT Stock and corresponding Partnership
Units covered by the option, either at the time of issuance or at the time of exercise). 
  
 4.3 Issuance of Securities by the General Partner 
  
 (a) General. The General Partner shall not issue any debt securities, preferred stock, Common Stock, any other class of REIT Stock or rights, options, warrants or other securities convertible into or
exchangeable for preferred stock, Common Stock or any other class of REIT Stock (collectively, “Securities”), other than (1) as payment of the REIT Stock Amount in connection with a redemption of Partnership Units pursuant to
Section 8.6, (2) upon the conversion, exchange or exercise of other outstanding securities of the General Partner in accordance with the terms of such securities, or (3) to all holders of REIT Stock on a pro rata basis, unless the General
Partner shall: 
  
 (i) in the case of REIT Stock
or other equity Securities other than Securities described in clause (ii) below, (A) contribute to the Partnership the proceeds of or consideration (including any property or other non-cash assets) received upon the issuance of such Securities, and
(B) receive from the Partnership in consideration for such contributions Partnership Interests with the same terms and conditions, including dividend, dividend priority and liquidation preference, as are applicable to such Securities (including, for
purposes of clarification, Partnership Units in the case of any issuance of Common Stock by the General Partner); 
  
 (ii) in the case of options, warrants or other rights to purchase REIT Stock, or other equity securities convertible into or exchangeable
for REIT Stock, (A) contribute to the Partnership the proceeds of or consideration (including any property or other non-cash assets) received upon the issuance of such equity Securities, and (B) receive from the Partnership in consideration for such
contributions a number of options, warrants or other rights to purchase Partnership Interests equal to the number of such Securities issued by the General Partner, with equivalent rights, preferences and limitations to the terms of such equity
Securities; and 
  
 (iii) in the case of debt
securities, lend to the Partnership the proceeds of or consideration received for such Securities on the same terms and conditions, including interest rate and repayment schedule, as shall be applicable with respect to or incurred in connection with
the issuance of such Securities and the proceeds of, or consideration received from, any subsequent exercise, exchange or conversion thereof (if applicable). 
  
 (b) Splits. The Partnership shall (i) make a distribution in Partnership Units, (ii) subdivide its outstanding Partnership Units, or (iii) combine
its outstanding Partnership Units into a smaller number of Partnership Units, in the event the General Partner takes an analogous action with respect to the Common Stock. The intent of the previous sentence is that one Partnership Unit remains the
economic equivalent of one share of Common Stock without dilution. If the General Partner determines that it is necessary or desirable to make any filings under the Act or otherwise in order to reference the existence of such action, the General
Partner may cause such filings to be made, which filings might take the form of amendments to the 

  

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Certificate; provided, however, that, unless specifically required by this Agreement or the Act after giving effect to the terms of this Agreement, no
approval or consent of any Partners shall be required in connection with the making of any such filing. 
  
 (c) Treatment of Proceeds. If the proceeds actually received by the General Partner in connection with an issuance of Securities by the General
Partner are less than the gross proceeds of such offering, grant, award or issuance as a result of any underwriter’s discounts, commissions or other fees or expenses paid or incurred in connection with such offering, grant, award or issuance,
then the General Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount of the gross proceeds of such offering, grant, award or issuance and the Partnership shall be deemed simultaneously to have paid pursuant
to Section 7.3(c) for the amount of such expenses. 
  
 4.4 Additional Funds

  
 (a) The sums of money required to finance the business and
affairs of the Partnership shall be derived from the initial Capital Contributions made to the Partnership by the Partners as set forth in Section 4.1 and from funds generated from the operation and business of the Partnership. 
  
 (b) In the event additional financing is needed from sources other than as
set forth in Section 4.4(a) for any reason, the General Partner may, in its sole and absolute discretion, in such amounts and at such times as it solely shall determine to be necessary or appropriate: 
  
 (i) cause the Partnership to issue additional Partnership
Interests and admit additional Limited Partners to the Partnership in accordance with Section 4.2; 
  
 (ii) make additional Capital Contributions to the Partnership (subject to the provisions of Section 4.3(a)); 
  
 (iii) cause the Partnership to borrow money, enter into loan
arrangements, issue debt securities, obtain letters of credit or otherwise borrow money on a secured or unsecured basis; 
  
 (iv) make a loan or loans to the Partnership (subject to Section 4.3(a)); or 
  
 (v) cause the Partnership to sell any assets or properties
directly or indirectly owned by the Partnership. 
  
 4.5 No Third-Party
Beneficiary 
  
 No creditor or other third party having
dealings with the Partnership shall have the right to enforce the right or obligations of any Partner to make Capital Contributions or loans or to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that
the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the parties hereto and their respective successors and assigns. 
  

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 4.6 No Interest 
  
 No Partner shall be entitled to interest on any Capital Contribution or on such Partner’s Capital Account. 
  
 4.7 No Preemptive Rights 
  
 Subject to any preemptive rights that may be granted in connection with the issuance of Partnership Interests under Section
4.3(a), no Person shall have any preemptive or other similar right with respect to any: 
  
 (a) additional Capital Contributions or loans to the Partnership; or 
  
 (b) issuance or sale of any Partnership Units or other Partnership Interests. 
  
 4.8 Capital Accounts; Adjustments to Carrying Values 
  
 (a) Capital Accounts. The Partnership shall establish and maintain
throughout the life of the Partnership for each Partner a separate “Capital Account” in accordance with Treasury Regulations Section 1.704-1(b). Such Capital Account shall be increased by (i) the amount of all Capital Contributions made by
such Partner to the Partnership pursuant to this Agreement and (ii) all Profits and other items of income and gain allocated to such Partner pursuant to Section 6.2, and decreased by (1) the amount of cash or Agreed Value of all actual and deemed
distributions of cash or property made to such Partner pursuant to this Agreement and (2) all Losses and other items of loss and deduction allocated to such Partner pursuant to Section 6.2 of this Agreement. Any other Partnership item which is
required or authorized under Treasury Regulation Section 1.704-1(b) to be reflected in Capital Accounts shall be so reflected. 
  
 (b) Adjustments to Carrying Values. Consistent with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv)(f), and as provided in this
Section 4.8(b), the Carrying Values of all Partnership Assets shall be adjusted upward or downward to reflect any Book Gains or Book Losses attributable to such Partnership Asset, as of the times of the adjustments provided in this Section 4.8(b),
as if such Book Gain or Book Loss had been recognized on an actual sale of each such Partnership Asset and allocated pursuant to Section 6.1. Such adjustments shall be made as of the following times: (i) as of the end of the calendar quarter
immediately prior to the acquisition of an additional interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (ii) as of the end of the calendar quarter immediately prior to the
distribution by the Partnership to a Partner of more than a de minimis amount of property as consideration for an interest in the Partnership; (iii) upon the occurrence of a Listing Event or a Termination Event if the Advisor is entitled to a
distribution under Section 5.1(d) or 5.1(e) as a result of such event, and (iv) at such other times as the General Partner may determine so long as such adjustment is made under generally accepted industry accounting practices within the meaning of
Treasury Regulations Section 1.704-1(b)(2)(iv)(f)(5). In accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(e), the Carrying Values of Partnership assets distributed in kind shall be adjusted upward or downward to reflect any Book Gain
or Book Loss attributable to such Partnership Asset, as of the time any such asset is distributed. If the Carrying Values of the Partnership Assets are adjusted as a result of a Listing Event, the total Carrying Value of all Partnership 

  

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Assets shall be deemed to equal the Market Value plus the total amount of liabilities of the Partnership as of the date of the Listing Event. If the Carrying
Values of the Partnership Assets are adjusted as a result of a Termination Event, the total Carrying Value of all Partnership Assets shall be deemed to equal the Appraised Value as of the Termination Date. 
  
 ARTICLE 5 
 DISTRIBUTIONS 
  
 5.1 Distributions 
  
 (a) General. Subject
to the provisions of Sections 5.3, 5.4, 8.6(b), 11.6(d) and 13.2, the General Partner shall cause the Partnership to distribute to the Partners as of the applicable Partnership Record Date, at such times as the General Partner shall determine,
amounts of Available Operating Cash, Net Sales Proceeds and Net Capital Event Proceeds in the manner set forth in this Section 5.1. 
  
 (b) Available Operating Cash. Available Operating Cash shall be distributed to the Partners as determined by the General Partner in its sole and
absolute discretion in accordance with their respective Percentage Interests as of the applicable Partnership Record Date. 
  
 (c) Net Sales Proceeds and Net Capital Event Proceeds. Net Sales Proceeds shall be distributed to the Partners as determined by the General Partner
in its sole and absolute discretion in accordance with their respective Percentage Interests as of the applicable Partnership Record Date until the Unrecovered Contribution Account and 8% Return Account of the General Partner has been reduced to
zero ($0). Thereafter, 10% of any Net Sales Proceeds shall be distributed to the Advisor (such distributions, the “Advisor Participation in Sales Proceeds”), and 90% of such Net Sales Proceeds shall be distributed to the Partners as
determined by the General Partner in its sole and absolute discretion in accordance with their respective Percentage Interests as of the applicable Partnership Record Date. Any Net Capital Event Proceeds in excess Net Sales Proceeds of shall be
distributed to the Partners as determined by the General Partner in its sole and absolute discretion in accordance with their respective Percentage Interests as of the applicable Partnership Record Date. 
  
 (d) Distribution to Advisor Upon Listing. Upon a Listing Event, the
Advisor shall no longer be entitled to any distributions of the Advisor Participation in Sales Proceeds under Section 5.1(c). If the Advisor has not been terminated under the Advisory Agreement as of the Listing Date, the Advisor shall receive a
distribution, which shall be paid within five (5) Business Days of the determination of the Market Value, in an amount equal to 10% of the amount, if any, by which (i) the Market Value plus the cumulative distributions made to the General Partner
from the inception of the Partnership through the Listing Date exceeds (ii) the sum of (A) the Invested Capital of the General Partner as of the Listing Date, and (B) the 8% Return that has accrued with respect to the Invested Capital of the General
Partner from the inception of the Partnership through the Listing Date. 
  
 (e) Distribution to Advisor Upon Termination. Upon a Termination Event, the Advisor shall no longer be entitled to any distributions of the Advisor Participation in Sales Proceeds under Section 5.1(c). If a Listing Event has not
occurred as of the date of a 

  

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Termination Event, and the Advisor was not terminated for Cause (as defined in the Advisory Agreement), then the Advisor shall receive a distribution, which
shall be paid within five (5) Business Days of the date of such Termination Event, in an amount equal to 10% of the amount, if any, by which (i) the Appraised Value of all of the Partnership Assets as of the date of the Termination Event, less any
indebtedness secured by such assets, plus the cumulative distributions made to the General Partner from the inception of the Partnership through the date of the Termination Event, exceeds (ii) the sum of (A) the Invested Capital of the General
Partner as of such date, and (B) the 8% Return Amount that has accrued with respect to the Invested Capital of the General Partner from the inception of the Partnership through such date. 
  
 5.2 Qualification as a REIT 
  
 The General Partner shall take such action as it deems necessary or advisable to cause the Partnership to distribute sufficient amounts under this Article
5 to enable the General Partner to pay stockholder dividends that will enable the General Partner to (a) satisfy the requirements for qualification as a REIT under the Code and the Treasury Regulations (the “REIT Requirements”), and
(b) avoid any Federal income or excise tax liability; provided, however, the General Partner shall not be bound to comply with this covenant to the extent such distributions would violate applicable Delaware law. 
  
 5.3 Withholding 
  
 With respect to any withholding tax or other similar tax liability or obligation to which the Partnership may be subject as
a result of any act by or status of any Partner or to which the Partnership becomes subject with respect to any Partnership Interest, the Partnership shall have the right to withhold amounts of Available Operating Cash, Net Capital Event Proceeds or
other Partnership Assets distributable to such Partner or with respect to such Partnership Interests, to the extent of the amount of such withholding tax or other similar tax liability or obligation pursuant to the provisions contained in Section
10.5. 
  
 5.4 Additional Partnership Interests 
  
 If the Partnership issues Partnership Interests in accordance with Section
4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect any distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Article 6. If a new
or existing Partner acquires an additional Partnership Interest in exchange for a Capital Contribution on any date other than a Partnership Record Date, such Partner shall not be entitled to any distributions with respect to such additional
Partnership Interest until the first Partnership Record Date following the date of such issuance. 
  
 ARTICLE 6 
 ALLOCATIONS 
  
 6.1 Allocation of Profits and Net Losses 
  
 (a) General. Except as otherwise provided in this Article 6 and in
Section 11.6(c), and after making any special allocations under Section 6.2, Profits and Losses for each Fiscal Year shall be allocated among the Partners in accordance with their respective Percentage 

  

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Interests as of the end of such Fiscal Year, subject to any rights of holders of Partnership Interests other than Partnership Units. 
  
 (b) Adjustment. If the amount of Losses for any Fiscal Year that
otherwise would be allocated to a Partner under Section 6.1(a) or this Section 6.1(b) would cause or increase an Adjusted Capital Account Deficit of such Partner as of the last day of such Fiscal Year (after all other allocations have been made
pursuant to this Article 6), then such Partner shall be allocated that amount of Losses which does not cause or increase such Adjusted Capital Account Deficit, and the remainder of such Losses that would have been allocated to such Partner shall be
allocated to the other Partners in proportion to their Percentage Interests. 
  
 6.2 Special Allocations 
  
 Notwithstanding any
provisions of Section 6.1, the following special allocations shall be made in the following order of priority: 
  
 (a) Minimum Gain Chargeback (Nonrecourse Liabilities). Except as otherwise provided in Section 1.704-2(f) of the Treasury Regulations, if there is
a net decrease in Partnership Minimum Gain for any Fiscal Year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the
net decrease in Partnership Minimum Gain to the extent required by Treasury Regulations Section 1.704-2(f). The items to be so allocated shall be determined in accordance with Sections 1.704-2(f) and (j)(2) of the Treasury Regulations. This
subparagraph is intended to comply with the minimum gain chargeback requirement in said section of the Treasury Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph shall be made in proportion to the
respective amounts required to be allocated to each Partner pursuant hereto. 
  
 (b) Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Treasury Regulations, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse
Debt during any Fiscal Year, each Partner who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(5) of the Treasury Regulations, shall be specially allocated items
of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s share of the net decrease in the Partner Minimum Gain attributable to such Partner Nonrecourse Debt to the extent and in the
manner required by Section 1.704-2(i) of the Treasury Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Treasury Regulations. This subparagraph is intended to comply with the
minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Treasury Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph shall be made in proportion
to the respective amounts to be allocated to each Partner pursuant hereto. 
  
 (c) Qualified Income Offset. In the event a Partner unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulation Sections 1.704 1(b)(2)(ii)(d)(4), (5) and (6) that causes or
increases an Adjusted Capital Account Deficit, gross items of income and gain shall be specially allocated to such Partner so as to 

  

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eliminate such Adjusted Capital Account Deficit as quickly as possible. This subparagraph is intended to constitute a “qualified income offset”
under Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted consistently therewith. 
  
 (d) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year shall be allocated to the Partners in accordance with their respective
Percentage Interests. 
  
 (e) Partner Nonrecourse
Deductions. Partner Nonrecourse Deductions for any Fiscal Year with respect to a Partner Nonrecourse Debt shall be specially allocated to the Partners that bear the economic risk of loss for such Partner Nonrecourse Debt (as determined under
Sections 1.704-2(b)(4) and 1.704-2(i)(1) of the Treasury Regulations). 
  
 (f) Allocations of Book Gain to Advisor. 
  
 (i) If the Partnership distributes Net Capital Event Proceeds to the Advisor pursuant to Section 5.1(c) during any Fiscal year, then any Book Gain realized by the Partnership for such Fiscal Year and, if necessary,
for subsequent Fiscal Years, shall be allocated to the Advisor until the cumulative Book Gain allocated to the Advisor under this Section 6.2(f)(i) is equal to the cumulative Net Capital Event Proceeds distributed to the Advisor pursuant to Section
5.1(c). 
  
 (ii) If a Listing Event or
Termination Event occurs and the Advisor is entitled to a distribution under Section 5.1(d) or 5.1(e), then any Book Gain attributable to the adjustment to Carrying Values required under Section 4.8(b) shall be allocated to the Advisor until the
cumulative Book Gain allocated to the Advisor under this Section 6.2(f)(ii) is equal to the amount to which the Advisor is entitled under Section 5.1(d) or 5.1(e), as the case may be. If there is insufficient Book Gain attributable to such
adjustment to Carrying Values to allocate the full amount to be allocated to the Advisor under the immediately preceding sentence, then any subsequent Book Gain realized by the Partnership shall be allocated to the Advisor in an amount equal to such
shortfall. 
  
 (g) Curative Allocations. The allocations
set forth in Section 6.1(b) and Sections 6.2(a) through (e) hereof (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Partners that, to the extent
possible all Regulatory Allocations that are made be offset either with other Regulatory Allocations or with special allocations pursuant to this Section 6.2(g). Therefore, notwithstanding any other provision of this Article 6 (other than the
Regulatory Allocations), the General Partner shall make such offsetting special allocations in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Partner’s Capital Account balance is, to the
extent possible, equal to the Capital Account balance such Partner would have had if the Regulatory Allocations were not part of the Agreement and all Partnership items were allocated pursuant to Sections 6.1(a) and 6.2(f). In exercising its
discretion under this Section 6.2(g), the General Partner shall take into account future Regulatory Allocations under Sections 6.2(a) and 6.2(b) that, although not yet made, are likely to offset other Regulatory Allocations previously made under
Sections 6.2(d) and 6.2(e). 
  

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 (h) Changes in Interest. If during any Fiscal Year there is a change in any Partner’s
Percentage Interest, then for purposes of determining the Profits, Losses, or any other items allocable to such Partner for such Fiscal Year, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as
determined by the General Partner using any permissible method under Code Section 706 and the Treasury Regulations thereunder. 
  
 6.3 Tax Allocations 
  
 (a) Except as otherwise provided in this Section 6.3, items of Partnership income, gain, loss and deduction shall be determined in accordance with Code
Section 703, and the Partners’ distributive shares of such items for purposes of Code Section 702 shall be determined according to their respective shares of Profits or Losses to which such items relate. 
  
 (b) Items of Partnership taxable income, gain, loss and deduction with
respect to any Contributed Property contributed by a Partner shall be allocated among the Partners in accordance with Code Section 704(c) so as to take account of any variation between the adjusted basis of such property to the Partnership for
Federal income tax purposes and its Carrying Value. Such allocations shall be made using any method chosen by the General Partner that is permitted by applicable Treasury Regulations. 
  
 (c) If the Carrying Value of any asset of the Partnership is adjusted pursuant to Section 4.8(b), subsequent allocations of
items of income, gain, loss and deduction with respect to such property shall take account of any variation between the adjusted basis of such asset for Federal income tax purposes and its Carrying Value. Such allocations shall be made using any
method chosen by the General Partner that is permitted by applicable Treasury Regulations, as determined by the General Partner. 
  
 (d) Allocations pursuant to this Section 6.3 are solely for purposes of Federal, state and local taxes and shall not affect, or in any way be taken into
account in computing, any Partner’s Capital Account or share of Profits, Losses, distributions or other Partnership items pursuant to any provision of this Agreement. 
  
 6.4 Revisions to Allocations to Reflect Issuance of Partnership Interests 
  
 If the Partnership issues Partnership Interests to the General Partner or any
additional Limited Partner pursuant to Article 4, the General Partner shall make any such revisions to this Article 6 as it deems necessary to reflect the terms of the issuance of such Partnership Interests, including making preferential allocations
to classes of Partnership Interests that are entitled thereto. Such revisions shall not require the consent or approval of any other Partner. 
  
 ARTICLE 7 
 MANAGEMENT AND OPERATIONS
OF BUSINESS 
  
 7.1 Management 
  
 (a) Management By the General Partner. Except as otherwise expressly
provided in this Agreement, full, complete and exclusive discretion to manage and control the business and affairs of the Partnership are and shall be vested in the General Partner, and no Limited Partner 

  

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other than the Advisor shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The
General Partner may not be removed by the Limited Partners with or without cause. 
  
 (b) Power and Authority of the General Partner. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or which are granted to the General Partner
under any other provision of this Agreement, the General Partner shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 3.2
hereof and to effectuate the purposes set forth in Section 3.1 hereof, including, without limitation: 
  
 (i) (A) the making of any expenditures, the lending or borrowing of money (including, without limitation, making prepayments on loans and
borrowing money to permit the Partnership to make distributions to its Partners in such amounts as will permit the General Partner (so long as the General Partner qualifies as a REIT) to (1) avoid the payment of any Federal income or excise tax
(including any excise tax pursuant to Section 4981 of the Code) and (2) make distributions to its stockholders in amounts sufficient to permit the General Partner to maintain REIT status), (B) the assumption or guarantee of, or other contracting
for, indebtedness and other liabilities, (C) the issuance of any evidence of indebtedness (including the securing of the same by deed, mortgage, deed of trust or other lien or encumbrance on the Partnership’s assets), and (D) the incurring of
any obligations it deems necessary for the conduct of the activities of the Partnership, including the payment of all expenses associated with the General Partner; 
  
 (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to
governmental or other agencies having jurisdiction over the business or assets of the Partnership or the General Partner; 
  
 (iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any assets, including Real Estate Assets,
of the Partnership (including the exercise or grant of any conversion, option, privilege, or subscription right or other right available in connection with any assets at any time held by the Partnership) or the merger or other combination of the
Partnership with or into another entity on such terms as the General Partner deems proper; 
  
 (iv) the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with the terms of
this Agreement and on any terms the General Partner sees fit, including, without limitation, 
  
 (A) the financing of the conduct of the operations of the General Partner, the Partnership or any of the Partnership’s Subsidiaries,

  
 (B) the lending of funds to other Persons
(including, without limitation, the Subsidiaries of the Partnership and/or the General Partner) and the repayment of obligations of the Partnership and its Subsidiaries and any other Person in which it has an equity investment, and 
  

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 (C) the making of capital contributions to the Partnership’s Subsidiaries;

  
 (v) the development, expansion, construction,
management, operation, leasing, repair, alteration, demolition or improvement of any real property in which the Partnership or any Subsidiary of the Partnership owns a direct or indirect interest; 
  
 (vi) the negotiation, execution, and performance of any
contracts, conveyances or other instruments that the General Partner considers useful or necessary to the conduct of the Partnership’s operations or the implementation of the General Partner’s powers under this Agreement, including
contracting with contractors, developers, consultants, accountants, legal counsel, other professional advisors and other agents and the payment of their expenses and compensation out of the Partnership’s assets; 
  
 (vii) the distribution of Partnership cash or other
Partnership assets in accordance with this Agreement; 
  
 (viii) the holding, management, investment and reinvestment of cash and other assets of the Partnership; 
  
 (ix) the collection and receipt of revenues and income of the Partnership; 
  
 (x) the establishment of one or more divisions of the Partnership, the selection and dismissal of employees
of the Partnership (including, without limitation, employees having titles such as “president,” “vice president,” “secretary” and “treasurer” of the Partnership), and agents, outside attorneys, accountants,
consultants and contractors of the Partnership, and the determination of their compensation and other terms of employment or engagement; 
  
 (xi) the formation of, or acquisition of an interest (including non-voting interests in entities controlled by Affiliates of the
Partnership or third parties) in, and the contribution of property to, any other Entities that the General Partner deems desirable (including, without limitation, the acquisition of interests in, and the contributions of funds or property to, or
making of loans to, Subsidiaries of the Partnership and any other Person from time to time), or the incurrence of indebtedness on behalf of such Persons or the guarantee of the obligations of such Persons; provided that, as long as the General
Partner has determined to elect to qualify as a REIT or to continue to qualify as a REIT, the Partnership may not engage in any such formation, acquisition or contribution that would cause the General Partner to fail to qualify as a REIT;

  
 (xii) the control of any matters affecting
the rights and obligations of the Partnership, including: 
  
 (A) the settlement, compromise, submission to arbitration or any other form of dispute resolution, or abandonment of, any claim, cause of action, liability, debt or damages, due or owing to or from the Partnership,

  

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 (B) the commencement or defense of suits, legal proceedings, administrative proceedings,
arbitration or other forms of dispute resolution, and 
  
 (C) the representation of the Partnership in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, the incurring of legal expenses, and the indemnification of any Person against
liabilities and contingencies to the extent permitted by law; 
  
 (xiii) the undertaking of any action in connection with the Partnership’s direct or indirect investment in its Subsidiaries or any other Person (including, without limitation, the contribution or loan of funds by
the Partnership to such Persons); 
  
 (xiv) the
determination of the fair market value of any Partnership Assets distributed in kind using such reasonable method of valuation as the General Partner, in its sole discretion, may adopt; 
  
 (xv) the exercise, directly or indirectly, through any attorney-in-fact acting under a general or limited
power of attorney, of any right, including the right to vote, appurtenant to any asset or investment held by the Partnership; 
  
 (xvi) the exercise of any of the powers of the General Partner enumerated in this Agreement or the undertaking of any action on behalf of
or in connection with any Subsidiary of the Partnership or any other Person in which the Partnership has a direct or indirect interest, or jointly with any such Subsidiary or other Person; 
  
 (xvii) the making, execution and delivery of any and all
deeds, leases, notes, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate, in the judgment of the
General Partner, for the accomplishment of any of the foregoing; 
  
 (xviii) the issuance of additional Partnership Interests in connection with Capital Contributions by Additional Limited Partners and additional Capital Contributions by Partners pursuant to Article 4 hereof;

  
 (xix) the opening of bank accounts on behalf
of, and in the name of, the Partnership and its Subsidiaries; and 
  
 (xx) the amendment and restatement of Exhibit A to reflect accurately at all times the Capital Contributions of, Partnership Units held by and Percentage Interests of the Partners as the same are adjusted from
time to time to the extent necessary to reflect any Capital Contributions, redemptions, issuance of Partnership Units, admission of any Additional Limited Partner or any Substituted Limited Partner or otherwise, which amendment and restatement,
notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment of this Agreement, as long as the matter or event being reflected in Exhibit A otherwise is authorized by this Agreement. 
  

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 (c) Advisor. The General Partner has engaged the Advisor to serve as the advisor to the
Partnership and the General Partner pursuant to the terms and conditions of the Advisory Agreement. In consideration for the services to be provided to the Partnership and the General Partner, the Advisor will receive the fees described in the
Advisory Agreement. In addition, the Advisor is entitled to receive distributions of the Advisor Participation in Sales Proceeds under Section 5.1(c) hereof, and distributions upon a Listing Event under Section 5.1(d) hereof or upon a Termination
Event under Section 5.1(e) hereof. 
  
 (d) Insurance. At
all times from and after the date hereof, the General Partner may cause the Partnership to obtain and maintain: 
  
 (i) casualty, liability and other insurance on the Real Estate Assets of the Partnership; 
  
 (ii) liability insurance for the Indemnitees hereunder; and

  
 (iii) such other insurance as the General
Partner, in its sole and absolute discretion, determines to be appropriate and reasonable. 
  
 (e) Working Capital and Other Reserves. At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain at any and all times working capital accounts and
other cash or similar balances in such amount as the General Partner, in its sole and absolute discretion, deems appropriate and reasonable from time to time. 
  

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

7.3 Reimbursement of the General Partner 
  
 (a) No Compensation. Except as provided in this Section 7.3 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding
distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership. 
  

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 (b) Responsibility for Partnership Expenses. The Partnership shall be responsible for and shall
pay all expenses relating to the Partnership’s organization and the ownership and operation of the Partnership Assets. The General Partner shall be reimbursed on a monthly basis, or such other basis as it may determine in its sole and absolute
discretion, for all expenses that it incurs on behalf of the Partnership relating to the ownership and operation of the Partnership Assets, or for the benefit of the Partnership; provided, that the amount of any such reimbursement shall be reduced
by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it on behalf of the Partnership. Such reimbursement shall be in addition to any reimbursement made as a result of indemnification
pursuant to Section 7.6 hereof. 
  
 (c) Responsibility for
General Partner Expenses. The General Partner shall also be reimbursed for (i) all expenses related to the operations of the General Partner and to the management and administration of any Subsidiaries of the General Partner or the Partnership
or Affiliates of the Partnership, such as auditing expenses and filing fees and any and all salaries, compensation and expenses of officers and employees of the General Partner, and (ii) all expenses the General Partner incurs relating to the
organization and/or reorganization of the Partnership and the General Partner, the public offering of REIT Stock by the General Partner, and any other offering, grant, award or issuance of REIT Stock or additional Partnership Interests pursuant to
Section 4.2 or 4.3, including all expenses associated with compliance by the General Partner and the Initial Limited Partner with laws, rules and regulations promulgated by any regulatory body. 
  
 (d) Business of the General Partner. The Limited Partners acknowledge
that the sole business of the General Partner is the ownership of direct or indirect interests in, and the direct or indirect operation of, the Partnership, and that all of the expenses of the General Partner are incurred for the benefit of the
Partnership. 
  
 (e) Characterization of Reimbursements.
All payments and 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. 
  
 7.4 Acquisition of Limited Partner Interests by the General Partner 
  
 The General Partner and any Affiliates of the General Partner may acquire
Limited Partner Interests and shall be entitled to exercise all rights of a Limited Partner relating to such Limited Partner Interests. 
  
 7.5 Transactions with Affiliates 
  
 (a) Transactions with Subsidiaries. The Partnership may lend or contribute funds or other assets to its Subsidiaries or other Persons in which it
has an equity investment and such Subsidiaries and 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. 
  
 (b)
Certain Transactions with the Advisor and its Affiliates. Notwithstanding anything to the contrary in this Agreement, the General Partner shall not cause the Partnership, 

  

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directly or indirectly, to Transfer any property to, purchase any property from, loan any money to, borrow any money from or enter into any other transaction
with the Advisor or any of its Affiliates, or any director of the General Partner, except in accordance with the procedures set forth in Articles X and XI of the Articles of Incorporation for transactions between the General Partner and the Advisor
or its Affiliates. 
  
 (c) Benefit Plans Sponsored by the
Partnership. The General Partner, in its sole and absolute discretion and without the approval of the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, option or other equity incentive plans, and
similar plans funded by the Partnership for the benefit of employees of the Partnership, the General Partner, any Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the
benefit of the Partnership, the General Partner, any Subsidiaries of the Partnership or any of their respective Affiliates. 
  
 7.6 Indemnification 
  
 (a) General. To the maximum extent permitted under the Act in effect from time to time, the Partnership shall indemnify each Indemnitee from and
against any and all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts arising from
any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (collectively, “Claims”), that relate to the operations of the Partnership, the General Partner or any of the
Partnership’s Subsidiaries in which such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, except to the extent that (i) with respect to the General Partner, any such Claim results from the gross negligence,
willful misconduct or fraud of the General Partner or with respect to any Limited Partner, any such Claim results from the gross negligence, willful misconduct or fraud of the Limited Partner, (ii) with respect to (A) the directors, officers and
employees of the General Partner, (B) the Advisor and (C) the members, managers and employees of the Advisor, any such Claim results from the negligence or misconduct of such Person, (iii) with respect to the Independent Directors (as defined in the
Articles of Incorporation), any such Claim results from the gross negligence or willful misconduct of such Independent Director, or (iv) in the case of any criminal proceeding against any Indemnitee, such Indemnitee had reasonable cause to believe
that the act or omission was unlawful. In addition, the Partnership shall reimburse the General Partner for any amounts paid by the General Partner in satisfying indemnification obligations of the General Partner incurred in accordance with the
Articles of Incorporation. 
  
 (b) Limitation.
Notwithstanding any provision hereof to the contrary, the provisions of this Section 7.6 as applied to each Indemnitee shall in all respects be subject to the limitations on indemnification and advancement of expenses that would be applicable to a
claim for indemnification made by such Indemnitee against the General Partner pursuant to the Articles of Incorporation, such that the Partnership shall not be permitted to provide for the indemnification of, or advancement of expenses to, any such
Indemnitee for or relating to any liability (including liability under Federal securities laws which, under certain circumstances, impose liability on persons that act in good faith), to the extent (but only to the extent) that the General Partner
could not provide such indemnification or advancement of expenses to such Indemnitee if a similar claim for indemnification were made by such Indemnitee against the General Partner 

  

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pursuant to the Articles of Incorporation, but the provisions of this Section shall be construed so as to effectuate the provision of this Section 7.6 to the
fullest extent indemnification and advancement of expenses would be permissible to such Indemnitee by the General Partner under the Articles of Incorporation. 
  

(c) Contractual Obligations. Without limitation, the indemnity set forth in this Section 7.6 shall extend to any liability of any Indemnitee
pursuant to a loan guaranty (except a guaranty by a Limited Partner of nonrecourse indebtedness of the Partnership or as otherwise provided in any such loan guaranty), contractual obligation for any indebtedness or other obligation or otherwise for
any indebtedness of the Partnership or any Subsidiary of the Partnership (including, without limitation, any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken subject to), and the General Partner is hereby
authorized and empowered, on behalf of the Partnership, to enter into one or more indemnification agreements consistent with the provisions of this Section 7.6 in favor of any Indemnitee having or potentially having liability for any such
indebtedness. 
  
 (d) Advancement of Expenses. Reasonable
expenses incurred by an Indemnitee who is a party to a proceeding shall be paid or reimbursed by the Partnership in advance of the final disposition of any and all Claims made or threatened against an Indemnitee 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 7.6 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. 
  
 (e) No Exclusivity. The indemnification provided by this Section 7.6 shall be in addition to any other rights to which an Indemnitee or any other
Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity unless otherwise provided in a written agreement
pursuant to which such Indemnities are indemnified. 
  
 (f)
Insurance. The Partnership may purchase and maintain insurance, on behalf of the Indemnitees and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by
such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement. 
  
 (g) Benefit Plan Fiduciary. For purposes of this Section 7.6, the
Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by such Indemnitee of its duties to the Partnership also imposes duties on, or otherwise involves services by,
such Indemnitee to the plan or participants or beneficiaries of the plan. Excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 7.6 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 such Indemnitee to be in the interest of the participants and beneficiaries of the plan shall
be deemed to be for a purpose which is not opposed to the best interests of the Partnership. 
  

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 (h) No Personal Liability for Partners. Any indemnification pursuant to this Section 7.6 shall be
made only out of the assets of the Partnership, and neither the General Partner nor any Limited Partner shall have any obligation to contribute to the capital of the Partnership, or otherwise provide funds, to enable the Partnership to fund its
obligations under this Section 7.6. In no event may an Indemnitee subject any of the Partners to personal liability by reason of the indemnification provisions set forth in this Agreement. 
  
 (i) Interested Transactions. An Indemnitee shall not be denied
indemnification in whole or in part under this Section 7.6 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.

  
 (j) Benefit. The provisions of this Section 7.6 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. 
  
 (k) Amendment of this Section 7.6. Any amendment, modification or repeal of this Section 7.6 or any provision hereof
shall be prospective only and shall not in any way affect the Partnership’s liability to any Indemnitee under this Section 7.6, as in effect immediately prior to such amendment, modification, or repeal with respect to Claims arising from or
relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such Claims may arise or be asserted. 
  
 (l) Indemnification Payments Not Distributions. If and to the extent any payments to the General Partner or the Initial Limited Partner in its
capacity as the Advisor pursuant to this Section 7.6 constitute gross income to the General Partner or the Initial Limited Partner (as opposed to the repayment of advances made on behalf of the Partnership), such amounts shall constitute guaranteed
payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners’ Capital Accounts.

  
 (m) Exception to Indemnification. Notwithstanding
anything to the contrary in this Agreement, the General Partner shall not be entitled to indemnification hereunder for any Claim for which the General Partner is obligated to indemnify the Partnership under any other agreement between the General
Partner and the Partnership. 
  
 7.7 Liability of the General Partner

  
 (a) General. To the maximum extent permitted under
the Act in effect from time to time, neither the General Partner nor any director, officer, shareholder, partner, member or employee, trustee, representative or agent of the General Partner (including the Advisor and its Affiliates) shall be liable
to the Partnership or to any Partner for (i) any act or omission performed or failed to be performed by it, or for any losses, claims, costs, damages, or liabilities arising from any such act or omission, except to the extent such loss, claim, cost
damage or liability results from such Person’s gross negligence, willful misconduct or fraud, (ii) any tax liability imposed on the Partnership or (iii) any losses due to the misconduct, negligence (gross or ordinary), dishonesty or bad faith
of any agents of the Partnership. 
  

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 (b) No Obligation to Consider Separate Interests of Limited Partners. The Limited Partners
expressly acknowledge that (i) the General Partner (and the Advisor, in advising the General Partner) is acting on behalf of the Partnership and the stockholders of the General Partner, collectively, (ii) the General Partner (and the Advisor, in
advising the General Partner), subject to the provisions of Section 7.1(f) hereof, is under no obligation to consider the separate interest of the Limited Partners (including, without limitation, the tax consequences to Limited Partners or
Assignees) in deciding whether to cause the Partnership to take (or decline to take) any actions, and (iii) neither the General Partner nor the Advisor shall be liable for monetary damages for losses sustained, liabilities incurred, or benefits not
derived by Limited Partners in connection with such decisions, unless the General Partner or the Advisor, as the case may be, acted in bad faith and the act or omission was material to the matter giving rise to the loss, liability or benefit not
derived. 
  
 (c) Conflict. The Limited Partners expressly
acknowledge that in the event of any conflict in the fiduciary duties owed by the General Partner to its stockholders and by the General Partner, in its capacity as a general partner of the Partnership, to the Limited Partners, the General Partner
may act in the best interests of the General Partner’s stockholders without violating its fiduciary duties to the Limited Partners, and that 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 any such violation. 
  
 (d) Amendment of this Section 7.7. Any amendment, modification or repeal of this Section 7.7 or any provision hereof shall be prospective only and
shall not in any way affect the limitations on the General Partner’s and its officers’ and directors’ liability to the Partnership and the Limited Partners under this Section 7.7 as in effect immediately prior to such amendment,
modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted. 
  
 7.8 Other Matters Concerning the General Partner 
  
 (a) Reliance on Documents. The General Partner may rely and shall be
protected in acting, or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it in good faith to be genuine and to
have been signed or presented by the proper party or parties. 
  
 (b) Reliance on Advisors. The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers, architects, engineers, environmental consultants and other consultants and advisers
selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters which such General Partner reasonably believes to be within such Person’s professional or expert competence shall be
conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. 
  
 (c) Action Through Agents. The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any
of its duly authorized officers, agents, including the Advisor, and duly appointed attorneys-in-fact. Each such officer, agent or 

  

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attorney-in-fact shall, to the extent granted by the General Partner in writing, have full power and authority to do and perform each and every act and duty
which is permitted or required to be done by the General Partner hereunder. 
  
 (d) Actions to Maintain REIT Status. Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to
refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order to: (i) protect the ability of the General Partner to continue to qualify as a REIT, or (ii) avoid
the General Partner incurring any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners. 
  
 7.9 Title to Partnership Assets 
  
 Title to all Partnership Assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be held by the Partnership as an
entity, and no Partner, individually or collectively, shall have any ownership interest in the Partnership Assets or any portion thereof. Title to any or all of the Partnership Assets may be held in the name of the Partnership, the General Partner
or one or more nominees, as the General Partner may determine, including Affiliates of the General Partner. The General Partner hereby declares and warrants that any Partnership Asset for which legal title is held in the name of the General Partner
or any nominee or Affiliate of the General Partner shall be held by the General Partner for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, that the General Partner shall use reasonable efforts
to cause beneficial and record title to such assets to be vested in the Partnership as soon as reasonably practicable. All Partnership Assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in
which legal title to such Partnership Assets is held. 
  
 7.10 Reliance by
Third Parties 
  
 (a) Notwithstanding anything to the contrary
in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and authority, without the consent or approval of any other Partner or Person, to encumber, sell or otherwise use in any
manner any and all Partnership Assets and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General
Partner were the Partnership’s sole party in interest, both legally and beneficially. 
  
 (b) Each Limited Partner hereby waives any and all defenses or other remedies which may be available against such Person to contest, negate or disaffirm any action of the General Partner in connection with any such
dealing. 
  
 (c) In no event shall any Person dealing with the
General Partner or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expediency of any act or action of the General Partner or its representatives. 

 

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 (d) Each and every certificate, document or other instrument executed on behalf of the Partnership by the
General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that: 
  
 (i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect;

  
 (ii) the Person executing and delivering such
certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership; and 
  
 (iii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this
Agreement and is binding upon the Partnership. 
  
 ARTICLE 8

 RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS 
  
 8.1 Limitation of Liability 
  
 The Limited Partners shall have no liability under this Agreement, except as expressly provided in this Agreement, including Section 10.5 hereof, or under
the Act. 
  
 8.2 No Right to Participate in the Management of Business

  
 No Limited Partner shall take part in the management or
control of the Partnership’s investment or other activities, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. Except as expressly provided herein, no Limited Partner
shall have the right to vote for the election, removal or replacement of the General Partner. The exercise by any Limited Partner of any right conferred herein shall not be construed to constitute participation by such Limited Partner in the control
of the business of the Partnership so as to make such Limited Partner liable as a general partner for the debts and obligations of the Partnership for purposes of the Act, laws of non-U.S. jurisdictions or otherwise. 
  
 8.3 Outside Activities of Limited Partners 
  
 Subject to any agreements entered into by a Limited Partner or its
Affiliates, or any Assignee, with the Partnership or any of its Subsidiaries, any Limited Partner or Assignee and any officer, director, employee, agent, trustee, Affiliate or shareholder or other equity owner of any Limited Partner or Assignee
shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities that are in direct competition with the Partnership or that are
enhanced by the activities of the Partnership. Neither the Partnership nor any of the other Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. None of the Limited Partners nor any
other Person shall have any rights by virtue of this Agreement or the Partnership relationship established hereby in any business ventures of any other Person and such Person shall have no obligation pursuant to this Agreement to offer any interest
in any such business ventures to the Partnership, any Limited Partner or any such other 

  

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Person, even if such opportunity is of a character which, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such
Person. 
  
 8.4 Return of Capital 
  
 No Limited Partner shall be entitled to the withdrawal or return of its
Capital Contribution, except (a) to the extent of such Limited Partner’s right of redemption set forth in Section 8.6, and (b) to the that extent the General Partner (or the Liquidation Trustee) determines to make distributions made pursuant to
this Agreement or upon termination of the Partnership as provided herein. Except as otherwise expressly provided in this Agreement, no Limited Partner or Assignee shall have priority over any other Limited Partner or Assignee, either as to the
return of Capital Contributions or as to distributions or allocations of Profits or Losses. 
  
 8.5 Rights of Limited Partners Relating to the Partnership 
  
 (a) General. In addition to the other rights provided by this Agreement and any rights granted to limited partners of a limited partnership under
the Act that such limited partners are not permitted to waive under the Act, and except as limited by Section 8.5(b) hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a
limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s own expense (including such reasonable copying and administrative charges as the General Partner may establish
from time to time): 
  
 (i) to obtain a copy of
the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Securities Exchange Act of 1934; 
  
 (ii) to obtain a copy of the Partnership’s Federal, state and local income tax returns for each Fiscal
Year; 
  
 (iii) to obtain a current list of the
name and last known business, residence or mailing address of each Partner; and 
  
 (iv) to obtain a copy of this Agreement and the Certificate and all amendments thereto, together with executed copies of all powers of
attorney pursuant to which this Agreement, the Certificate and all amendments thereto have been executed. 
  
 Each Limited Partner hereby waives any and all rights that such Limited Partner may have under the Act that the Act permits limited partners to waive, except any such right that is granted expressly to such Limited
Partner under this Agreement. 
  
 (b) Confidentiality.
Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any
information that: 
  
 (i) the General Partner
reasonably believes to be in the nature of trade secrets or other information, the disclosure of which the General Partner in good faith believes is 

  

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not in the best interests of the Partnership or could damage the Partnership or its business; or 
  
 (ii) the Partnership is required by law or by agreements
with an unaffiliated third party to keep confidential. 
  
 8.6 Redemption Right

  
 (a) Redemption Right. Subject to the provisions of
this Section 8.6, at any time on or after the first anniversary date of the issuance of a Partnership Unit to a Partner, such Partner shall have the right (the “Redemption Right”) to require the Partnership to redeem on a Specified
Redemption Date all or a portion of the Partnership Units held by such Partner, at a redemption price equal to and in the form of the Redemption Amount. The Redemption Right shall be exercised pursuant to a Notice of Redemption Request delivered to
the General Partner by the Partner who is exercising the Redemption Right (the “Redeeming Partner”). 
  
 (b) Distributions and Allocations. 
  
 (i) Subject to Section 8.6(c), the Redeeming Partner shall have no right to receive any distributions that are paid after the Specified
Redemption Date with respect to any Partnership Units redeemed pursuant to this Section 8.6. 
  
 (ii) If any Partnership Interest is redeemed (other than pursuant to Section 8.6(c)) on any day other than the first day of a Fiscal Year,
then Profit, Losses, each item thereof and all other items attributable to such Partnership Interest for such Fiscal Year shall be divided and allocated to the Redeeming Partner by taking into account the Redeeming Partner’s ownership of such
Partnership Interest during the Fiscal Year in accordance with Section 706(d) of the Code, using the interim closing of the books method (unless the General Partner, in its sole and absolute discretion, elects to adopt a daily, weekly or monthly
proration period, in which event Profits, Losses, each item thereof and all other items attributable to such redeemed Partnership Interest for such Fiscal Year shall be prorated based upon the applicable method selected by the General Partner).

  
 (c) General Partner Assumption of Obligation.
Notwithstanding the provisions of Section 8.6(a), the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of shares of REIT Stock in the Articles of Incorporation), assume directly the
obligation to satisfy a Redemption Right and satisfy such Redemption Right by paying to the Redeeming Partner the Redemption Amount on the Specified Redemption Date, whereupon the General Partner shall acquire the Partnership Units offered for
redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. In the event that the General Partner shall exercise this right to satisfy the Redemption Right in the manner
described in the preceding sentence and shall fully perform its obligation to pay the Redemption Amount on the Specified Redemption Date, the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such
Redeeming Partner’s exercise of the Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall treat the transaction between the General Partner and 

  

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the Redeeming Partner as a sale of the Redeeming Partner’s Partnership Units to the General Partner for Federal income tax purposes. Distributions and
allocations with respect to Partnership Units acquired by the General Partner pursuant to this Section 8.6(c) shall be made in accordance with Sections 11.6(c) and 11.6(d). 
  
 (d) Fractional Shares. If the General Partner elects, either on its own behalf or on behalf of the Partnership, to
satisfy the Redemption Right by paying the REIT Stock Amount, and the REIT Stock Amount is not equal to a whole number of shares of REIT Stock, the Redeeming Partner shall be paid (i) that number of shares of REIT Stock which equals the nearest
whole number less than the REIT Stock Amount, plus (ii) (A) an amount of cash equal to the Value of one share of REIT Stock on the applicable Valuation Date, multiplied by (B) the REIT Stock Amount minus the whole number of shares of REIT Stock
pursuant to clause (i) of this Section 8.6(d). 
  
 (e)
Execution of Documents. Each Redeeming Partner agrees to execute such documents as the General Partner may reasonably require in connection with (i) the exercise and satisfaction of the Redemption Right, (ii) any assumption by the General
Partner pursuant to Section 8.6(c), and (iii) any issuance of REIT Stock in connection with the Partnership or the General Partner paying the Redemption Amount to the Redeeming Partner. 
  
 (f) Exceptions to Redemption Right. Notwithstanding the provisions of Section 8.6(a), unless the General Partner
elects for payment of the Redemption Amount by the Partnership to be the Cash Amount, a Partner shall not be entitled to exercise the Redemption Right if the delivery of REIT Stock to such Partner on the Specified Redemption Date would (i) be
prohibited under the Articles of Incorporation or the bylaws of the General Partner, (ii) adversely affect the ability of the General Partner to continue to qualify as a REIT or would subject the General Partner to any additional taxes under Section
857 or Section 4981 of the Code, (iii) constitute or be likely to constitute a violation of any applicable federal or state securities laws or regulations, or (iv) be prohibited under Section 11.6(f) of this Agreement (in each case regardless of
whether the General Partner would in fact assume and satisfy the Redemption Right). 
  
 (g) Exercise of the Redemption Right by the General Partner. The receipt of a notice of redemption with respect to shares of REIT Stock held by stockholders of the General Partner (a “REIT Notice)
shall be deemed to be a Notice of Redemption Request given by the General Partner to the Partnership and an exercise of the Redemption Right with respect to a number of Partnership Units equal to the number of shares of REIT Stock identified in the
REIT Notice. With respect to any Redemption Right exercised by the General Partner pursuant to this Section 8.6(g), the General Partner will elect for payment of the Redemption Amount by the Partnership to the General Partner to be the Cash Amount.

  
 (h) Assignees. The Assignee of any Limited Partner may
exercise the rights of such Limited Partner pursuant to this Section 8.6 with respect to any Partnership Units Transferred by such Limited Partner to such Assignee, and such Limited Partner shall be deemed to have assigned such rights to such
Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by such Assignee on behalf of such 

  

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Limited Partner, the Redemption Amount shall be paid by the Partnership directly to such Assignee and not to such Limited Partner. 
  
 (i) No Liens on Partnership Units Delivered for Redemption. Each
Partner covenants and agrees that all Partnership Units delivered for redemption pursuant to this Section 8.6 shall be delivered to the Partnership or the General Partner, as the case may be, free and clear of all Liens. Notwithstanding anything
contained herein to the contrary, neither the General Partner nor the Partnership shall be under any obligation to acquire Partnership Units which are or may be subject to any Liens. Each Partner further agrees that, if any state or local property
transfer tax is payable as a result of the Transfer of its Partnership Units to the Partnership or the General Partner pursuant to this Section 8.6, such Partner shall assume and pay such transfer tax. 
  
 (j) Cancellation of Units; Amendments to Exhibit A. Upon the
redemption of Partnership Units pursuant to this Section 8.6, (i) all such redeemed Partnership Units (other than Partnership Units redeemed pursuant to Section 8.6(c)) shall be cancelled, and (ii) the General Partner shall amend Exhibit A to
reflect the new Percentage Interests of the Partners and to (A) either adjust the number of Partnership Units and the Percentage Interest of the Redeeming Partner or eliminate the Redeeming Partner from Exhibit A, as applicable, and (B) in
the event that the General Partner assumes the obligation to satisfy a Redemption Right pursuant to Section 8.6(c), adjust the number of Partnership Units and the Percentage Interest of the General Partner to reflect the Transfer of such Partnership
Units to the General Partner. 
  
 (k) Additional Partnership
Interests. If the Partnership issues Partnership Interests to any Additional Limited Partner pursuant to Article 4, the General Partner shall make such revisions to this Section 8.6 as the General Partner determines are necessary to reflect the
issuance of such Partnership Interests (including setting forth any restrictions on the exercise of the Redemption Right with respect to such Partnership Interests). 
  
 (l) Redemptions by the Advisor. For so long as the Advisor remains the advisor to the Partnership and General Partner
under the Advisory Agreement, neither the Advisor nor any Affiliate of the Advisor (other than the General Partner) may redeem any portion of the Partnership Units held by such Person; provided that, upon the occurrence of a Listing Event,
immediately following the distribution to the Advisor of all amounts required to be distributed to the Advisor pursuant to Section 5.1(d), the Partnership shall redeem all of the Partnership Units held by the Advisor and its Affiliates (other than
the General Partner), at a redemption price equal to and in the form of the Redemption Amount. In addition, upon the occurrence of a Termination Event, immediately following the distribution to the Advisor of all amounts required to be distributed
to the Advisor pursuant to Section 5.1(e), the Partnership shall redeem all of the Partnership Units held by the Advisor and its Affiliates (other than the General Partner), at a redemption price equal to and in the form of the Redemption Amount.
With respect to any automatic redemption of Partnership Units held by the Advisor or its Affiliates (other than the General Partner) pursuant to this Section 8.6(l), the General Partner will elect for payment of the Redemption Amount by the
Partnership to the Advisor and/or any such Affiliate to be the Cash Amount. 
  

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 ARTICLE 9 
 BOOKS, RECORDS, ACCOUNTING AND REPORTS 
  
 9.1 Records and Accounting 
  
 (a) Books and
Records. The General Partner shall keep or cause to be kept at the principal office of the Partnership those records and documents required to be maintained by the Act and other books and records deemed by the General Partner to be appropriate
with respect to the Partnership’s business, including, without limitation, all books and records necessary for the General Partner to comply with applicable REIT Requirements and to provide to the Limited Partners any information, lists and
copies of documents required to be provided pursuant to Sections 8.5(a) and 9.2 hereof. 
  
 (b) Accounting Method. The books of the Partnership shall be maintained, for financial and tax reporting purposes, on an accrual basis in accordance with GAAP. 
  
 9.2 Reports 
  
 (a) Annual Reports. As soon as practicable after the end of each Fiscal Year, but in no event later than the date on
which the General Partner mails its annual report to its stockholders, the General Partner shall cause to be mailed to each Limited Partner as of the close of the Fiscal Year, an annual report containing financial statements of the Partnership, or
of the General Partner, if such statements are prepared on a consolidated basis with the Partnership, for such Fiscal Year, presented in accordance with GAAP, such statements to be audited by a nationally recognized firm of independent public
accountants selected by the General Partner in its sole discretion. 
  
 (b) Quarterly Reports. If and to the extent that the General Partner mails quarterly reports to its stockholders, then as soon as practicable after the end of each fiscal quarter of the Partnership, but in no event later than the
date such reports are mailed, the General Partner shall cause to be mailed to each Limited Partner a report containing unaudited financial statements as of the last day of the calendar quarter of the Partnership, or of the General Partner, if such
statements are prepared on a consolidated basis with the Partnership, and such other information as may be required by applicable law or regulation, or as the General Partner determines to be appropriate. 
  
 (c) Delivery. Notwithstanding the foregoing, the General Partner may
deliver to the Limited Partners each of the reports described above, as well as any other communications that it may provide hereunder, by e-mail or by any other electronic means. 
  
 ARTICLE 10 
 TAX MATTERS 
  
 10.1 Preparation of Tax Returns 

 
 The General Partner shall arrange for the preparation and timely filing of
all returns of Partnership income, gains, deductions, losses and other items required of the Partnership for federal and state income tax purposes and shall use all reasonable efforts to furnish, within ninety 

  

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(90) days of the close of each taxable year, the tax information reasonably required by Limited Partners for federal and state income tax reporting purposes.

  
 10.2 Tax Elections 
  
 Except as otherwise provided herein, the General Partner shall, in its sole
and absolute discretion, determine whether to make any available election pursuant to the Code; provided, however, that the General Partner shall make the election under Section 754 of the Code in accordance with applicable regulations thereunder.
The General Partner shall have the right to seek to revoke any such election it makes, including, without limitation, the election under Section 754 of the Code, upon the General Partner’s determination, in its sole and absolute discretion,
that such revocation is in the best interests of the Partners. 
  
 10.3 Tax
Matters Partner 
  
 (a) General. The General Partner
shall be the “tax matters partner” of the Partnership for federal income tax purposes. Pursuant to Section 6223(c)(3) of the Code, upon receipt of notice from the Internal Revenue Service of the beginning of an administrative proceeding
with respect to the Partnership, the tax matters partner shall furnish the Internal Revenue Service with the name, address, taxpayer identification number, and profit interest of each of the Limited Partners and the Assignees; provided, that such
information is provided to the Partnership by the Limited Partners and the Assignees. 
  
 (b) Powers. The tax matters partner is authorized, but not required: 
  
 (i) to enter into any settlement with the Internal Revenue Service with respect to any administrative or judicial proceedings for the
adjustment of Partnership items required to be taken into account by a Partner for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial
review”), and in the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners, except that such settlement agreement shall not bind any Partner: 
  
 (A) who (within the time prescribed pursuant to the Code and
the Treasury Regulations) files a statement with the Internal Revenue Service providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner; or 
  
 (B) who is a “notice partner” (as defined in
Section 6231(a)(8) of the Code) or a member of a “notice group” (as defined in Section 6223(b)(2) of the Code); 
  
 (ii) in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into
account by a Partner for tax purposes (a “final adjustment”) is mailed to the tax matters partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court or the filing of a
complaint for refund with the United States Claims Court 

  

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or the District Court of the United States for the district in which the Partnership’s principal place of business is located; 
  
 (iii) to intervene in any action brought by any other
Partner for judicial review of a final adjustment; 
  
 (iv) to file a request for an administrative adjustment with the Internal Revenue Service and, if any part of such request is not allowed by the Internal Revenue Service, to file an appropriate pleading (petition or complaint) for judicial
review with respect to such request; 
  
 (v) to
enter into an agreement with the Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken account of by a Partner for tax purposes, or an item affected by such item; and 

 
 (vi) to take any other action on behalf of the Partners
or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations. 
  
 The taking of any action and the incurring of any expense by the tax matters partner in connection with any such proceeding, except to the extent required
by law, is a matter in the sole and absolute discretion of the tax matters partner and the provisions relating to indemnification of the General Partner set forth in Section 7.6 of this Agreement shall be fully applicable to the tax matters partner
in its capacity as such. 
  
 (c) Reimbursements. The tax
matters partner shall receive no compensation for its services. All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the
Partnership. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services
is reasonable. 
  
 10.4 Organizational Expenses 
  
 The Partnership shall elect to deduct expenses, if any, incurred by it in
organizing the Partnership ratably over a sixty (60) month period as provided in Section 709 of the Code. 
  
 10.5 Withholding 
  
 (a)
General. Each Limited Partner hereby authorizes the Partnership to withhold from, or pay on behalf of or with respect to, such Limited Partner any amount of federal, state, local, or foreign taxes that the General Partner determines that the
Partnership is required to withhold or pay with respect to any amount distributable or allocable to such Limited Partner pursuant to this Agreement, including, without limitation, any taxes required to be withheld or paid by the Partnership pursuant
to Sections 1441, 1442, 1445 or 1446 of the Code. 
  
 (b)
Treatment of Amounts Withheld. Any amount paid on behalf of or with respect to a Limited Partner shall constitute a loan by the Partnership to such Limited Partner, which 

  

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loan shall be repaid by such Limited Partner within fifteen (15) days after notice from the General Partner that such payment must be made unless:

  
 (i) the Partnership withholds such payment
from a distribution which would otherwise be made to the Limited Partner; or 
  
 (ii) the General Partner determines, in its sole and absolute discretion, that such payment may be satisfied out of the available funds of the Partnership which would, but for such payment, be distributed to the
Limited Partner. 
  
 Any amounts withheld from amounts otherwise distributable to
a Limited Partner as described in clause (i) or (ii) of this Section 10.5(b) shall be treated as having been distributed to such Limited Partner. 
  
 (c) Security Interest. Each Limited Partner hereby unconditionally and irrevocably grants to the Partnership a security interest in such Limited
Partner’s Partnership Interest to secure such Limited Partner’s obligation to pay to the Partnership any amounts required to be paid pursuant to this Section 10.5. Each Limited Partner shall take such actions as the Partnership or the
General Partner shall request in order to perfect or enforce the security interest created hereunder. 
  
 (d) Default. In the event that a Limited Partner fails to pay when due any amounts owed to the Partnership pursuant to this Section 10.5, the
General Partner may, in its sole and absolute discretion, elect to make the payment to the Partnership on behalf of such defaulting Limited Partner, and in such event shall be deemed to have loaned such amount to such defaulting Limited Partner and
shall succeed to all rights and remedies of the Partnership as against such defaulting Limited Partner. Without limitation, in such event, the General Partner shall have the right to receive distributions that would otherwise be distributable to
such defaulting Limited Partner until such time as such loan, together with all interest thereon, has been paid in full, and any such distributions so received by the General Partner shall be treated as having been distributed to the defaulting
Limited Partner and immediately paid by the defaulting Limited Partner to the General Partner in repayment of such loan. 
  
 (e) Interest. Any amount payable by a Limited Partner under this Section 10.5 shall bear interest at the lesser of (i) the base rate on corporate
loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, plus four (4) percentage points, and (ii) the maximum lawful rate of interest on such obligation, such interest to accrue
from the date such amount is due (i.e., fifteen (15) days after demand) until such amount is paid in full. 
  
 ARTICLE 11 
 TRANSFERS AND WITHDRAWALS 
  
 11.1 Transfer 
  
 (a) Definition. The term “Transfer,” when used in this Article 11 with respect to a Partnership Interest or
a Partnership Unit, shall be deemed to refer to a transaction by which the General Partner purports to assign all or any part of its General Partner Interest to another Person 

  

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or a Limited Partner purports to assign all or any part of its Limited Partner Interest to another Person, and includes a sale, assignment, gift, pledge,
encumbrance, hypothecation, mortgage, exchange or any other disposition by law or otherwise. The term “Transfer” when used in this Article 11 does not include any redemption of Partnership Units or other Partnership Interests for cash or
REIT Stock pursuant to Section 8.6. 
  
 (b) Restriction on
Transfer. No Partnership Interest shall be Transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article 11. Any Transfer or purported Transfer of a Partnership Interest not made in accordance
with this Article 11 shall be null and void. 
  
 11.2 Transfer of the General
Partner’s General Partner Interest 
  
 (a) The General
Partner may not Transfer any of its General Partner Interest or withdraw as General Partner, except: 
  
 (i) with the Consent of the Outside Limited Partners; or 
  
 (ii) if such Transfer is to an entity which is wholly-owned, directly or indirectly, by the General Partner;

  
 (b) In the event the General Partner withdraws as general
partner of the Partnership in accordance with Section 11.2(a), the General Partner’s General Partner Interest shall immediately be converted into a Limited Partner Interest. 
  
 11.3 Limited Partners’ Rights to Transfer 
  
 (a) General. Subject to the provisions of Section 11.3(b), no Limited Partner shall have the right to Transfer all or
a portion of such Limited Partner’s Partnership Interest, or any of such Limited Partner’s rights as a Limited Partner, without the consent of the General Partner, which may be given or withheld by the General Partner in its sole and
absolute discretion. 
  
 (b) Transfers to Permitted
Transferees. Notwithstanding the provisions of Section 11.3(a), but subject to the provisions of Sections 11.3(c), 11.3(d), and 11.3(e) and other applicable restrictions on Transfers contained in this Article 11, a Limited Partner may Transfer,
with or without the consent of the General Partner, all or a portion of his Partnership Units to a Permitted Transferee; provided that, such Permitted Transferee qualifies as “accredited investor” as such term is defined in Rule 501(a) of
Regulation D promulgated under the Securities Act; and provided further that, no Transfer pursuant to this Section 11.3(b) shall be effective until the General Partner receives notice of such Transfer. 
  
 (c) No Transfers Violating Securities Laws. The General Partner may
prohibit any Transfer by a Limited Partner of its Partnership Units if, in the opinion of legal counsel to the Partnership, such Transfer would require the filing of a registration statement under the Securities Act, or would otherwise violate any
federal or state securities laws or regulations applicable to the Partnership or the Partnership Units. 
  

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 (d) No Transfers to Certain Lenders. No Transfer of any Partnership Units may be made to a lender
to the Partnership or any Person who is related (within the meaning of Treasury Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Treasury Regulations Section
1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion. 
  
 (e) Additional Prohibited Transfers. No Transfer by a Limited Partner of its Partnership Units may be made to any Person if: 
  
 (i) in the opinion the General Partner based on the advice
of legal counsel, if appropriate, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or would subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code; 

 
 (ii) in the opinion of the General Partner based on the
advice of legal counsel, if appropriate, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes; 
  
 (iii) such Transfer would subject the Partnership to regulation under the Investment Company Act of 1940,
the Investment Advisers Act of 1940, as amended or ERISA; 
  
 (iv) 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

  
 (v) such Transfer is to a Prohibited
Transferee. 
  
 (f) Incapacitated Limited Partners. If a
Limited Partner is Incapacitated, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner’s estate shall have all of the rights of a Limited Partner, but not more rights than those enjoyed by
other Limited Partners, for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to Transfer all or any part of his or its interest in the Partnership. The Incapacity of a Limited Partner, in
and of itself, shall not dissolve or terminate the Partnership. 
  
 (g) Transfers by the Advisor. For so long as the Advisor remains the advisor to the Partnership and General Partner under the Advisory Agreement, neither the Advisor nor any Affiliate of the Advisor (other than the General Partner)
may Transfer any portion of the Partnership Units held by the Advisor to any Person, other than (i) Transfers to any Affiliate of the Advisor, and (ii) deemed Transfers to the General Partner pursuant to Section 8.6(c). 
  
 11.4 Substituted Limited Partners 
  
 (a) Consent of the General Partner. No Limited Partner shall have the
right to substitute a Permitted Transferee in such Limited Partner’s place. The General Partner shall, however, have the right to consent to the admission of a Permitted Transferee of the Partnership 

  

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Interest of a Limited Partner pursuant to this Section 11.4 as a Substitute Limited Partner, which consent may be given or withheld by the General Partner in
its sole and absolute discretion. The General Partner’s failure or refusal to permit such transferee to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or any Partner. 
  
 (b) Rights of a Substituted Limited Partner. A transferee who has been
admitted as a Substituted Limited Partner in accordance with this Article 11 shall have all the rights and powers and be subject to all the restrictions and liabilities of a Limited Partner under this Agreement. The admission of any transferee as a
Substituted Limited Partner shall be conditioned upon the transferee executing and delivering to the Partnership an acceptance of all of the terms and conditions of this Agreement, including, without limitation, the power of attorney granted in
Section 2.6, and such other documents or instruments as may be required in the reasonable discretion of the General Partner in order to effect such Person’s admission as a Substituted Limited Partner. 
  
 (c) Amendments to Exhibit A. Upon the admission of a Substituted
Limited Partner, the General Partner shall amend Exhibit A to reflect the name, address, number of Partnership Units, and Percentage Interest of such Substituted Limited Partner and to eliminate or adjust, if necessary, the name, address and
interest of the predecessor of such Substituted Limited Partner. 
  
 11.5
Assignees 
  
 If the General Partner, in its sole and absolute
discretion, does not consent to the admission of any transferee as a Substituted Limited Partner, as described in Section 11.4(a), such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be deemed to have
had assigned to it, and shall be entitled to receive distributions from the Partnership and the share of Profit, Losses and any other items of gain, loss, deduction or credit of the Partnership attributable to the Partnership Units assigned to such
transferee, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement except as otherwise provided in this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to
the Limited Partners for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted). In the event any such transferee desires to make a
further assignment of any such Partnership Units, such transferee shall be subject to all of the provisions of this Article 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

  
 11.6 General Provisions 
  
 (a) Withdrawal of a Limited Partner. No Limited Partner may withdraw
from the Partnership other than as a result of a Transfer of all of such Limited Partner’s Partnership Units pursuant to which the transferee is admitted as a Substituted Limited Partner or a redemption of all of the Partnership Units held by
such Limited Partner pursuant to Section 8.6. 
  
 (b)
Termination of Status as a Limited Partner. Any Limited Partner that (i) Transfers all of such Limited Partner’s Partnership Units (or other Partnership Interests) in a Transfer pursuant to which the transferee is admitted as a
Substituted Limited Partner, or (ii) 

  

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redeems all of such the Partnership Units held by such Limited Partner pursuant to Section 8.6 shall cease to be a Limited Partner. 
  
 (c) Allocations. If any Partnership Interest is Transferred during the
Partnership’s Fiscal Year in compliance with the provisions of this Article 11 (including Transfers to the General Partner pursuant to Section 8.6(c)) on any day other than the first day of a Fiscal Year, then Profit, Losses, each item thereof
and all other items attributable to such Partnership Interest for such Fiscal Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Fiscal Year in
accordance with Section 706(d) of the Code, using the interim closing of the books method (unless the General Partner, in its sole and absolute discretion, elects to adopt a daily, weekly or monthly proration period, in which event Profits, Losses,
each item thereof and all other items attributable to such transferred Partnership Interest for such Fiscal Year shall be prorated based upon the applicable method selected by the General Partner). 
  
 (d) Distributions. All distributions of Available Operating Cash, Net
Capital Event Proceeds or other Partnership Assets attributable to Partnership Units, with respect to which the Partnership Record Date is before the date of a Transfer of such Partnership Units (including any Transfer to the General Partner
pursuant to Section 8.6(c)), shall be made to the transferor Partner, and all distributions of Available Operating Cash, Net Capital Event Proceeds or other Partnership Assets thereafter attributable to such Partnership Units shall be made to the
transferee Partner. 
  
 (e) Capital Accounts. The original
Capital Account established for each transferee shall be in the same amount as the Capital Account or portion thereof of the Partner to which such transferee succeeds, at the time such transferee is admitted to the Partnership. The Capital Account
of any Partner whose Percentage Interest shall be increased by means of the Transfer to it of all or part of the Partnership Interest of another Partner shall be appropriately adjusted to reflect such Transfer. Any reference in this Agreement to a
Capital Contribution of, or distribution to, a then-Partner shall include a Capital Contribution or distribution previously made by or to any prior Partner on account of the Partnership Interest of such then-Partner. 
  
 (f) Additional Restrictions. In addition to any other restrictions on
transfer contained in this Agreement, in no event may any Transfer of a Partnership Interest by any Partner or any redemption pursuant to Section 8.6 be made without the express consent of the General Partner, in its sole and absolute discretion,
(i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to
distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would cause a termination of the Partnership for
Federal or state income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (v) if in the opinion of the General Partner based on the advice of legal counsel, if appropriate, such Transfer would
cause the Partnership to cease to be classified as a partnership for Federal income tax purposes (except as a result of a redemption of all Partnership Units held by all Limited Partners); (vi) if such Transfer requires the registration of such
Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such Transfer would cause the Partnership to become a “publicly 

  

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traded partnership,” as such term is defined in Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or
restricting in any manner the exercise of the Redemption Right under Section 8.6 unless, and only to the extent that, outside tax counsel advises the General Partner that, in the absence of such limitation or restriction, there is a significant risk
that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) if such Transfer would cause the General Partner to own 10% or more of the ownership interests of any tenant
of a property held by the Partnership within the meaning of Section 856(d)(2)(B) of the Code; (ix) if such Transfer would result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code; or (x) if in the
opinion the General Partner based on the advice of legal counsel, if appropriate, such Transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under
Section 857 or Section 4981 of the Code. 
  
 ARTICLE 12

 ADMISSION OF PARTNERS 
  
 12.1 Admission of Successor General Partner 
  
 A successor to all of the General Partner Interest pursuant to Article 11 hereof who is proposed to be admitted as a successor General Partner shall be
admitted to the Partnership as the General Partner, effective immediately following the successor General Partner’s execution and delivery to the Partnership of an acceptance of all of the terms and conditions of this Agreement and such other
documents or instruments as may be required or appropriate to effect such Person’s admission as General Partner. In the case of such admission on any day other than the first day of a Fiscal Year, all items attributable to the General Partner
Interest for such Fiscal Year shall be allocated between the transferring General Partner and such successor as provided in Section 11.6(c) hereof. Any such successor General Partner shall carry on the business of the Partnership without
dissolution. 
  
 12.2 Admission of Additional Limited Partners 

 
 (a) General. A Person other than the General Partner and the
Initial Limited Partner who makes a Capital Contribution to the Partnership in accordance with this Agreement shall be admitted to the Partnership as an Additional Limited Partner only upon executing and delivering to the General Partner:

  
 (i) evidence of acceptance in form
satisfactory to the General Partner of all of the terms and conditions of this Agreement, including, without limitation, the power of attorney granted in Section 2.6 hereof; and 
  
 (ii) such other documents or instruments as may be required in the discretion of the General Partner in
order to effect such Person’s admission as an Additional Limited Partner. 
  
 (b) General Partner’s Consent Required. Notwithstanding anything to the contrary in this Section 12.2, no Person shall be admitted as an Additional Limited Partner without the consent of the General
Partner, which consent may be given or withheld in the General Partner’s 

  

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sole and absolute discretion. The admission of any Person as an Additional Limited Partner shall become effective on the date upon which the name of such
Person is recorded on the books and records of the Partnership, following the consent of the General Partner to such admission and the satisfaction of the conditions set forth in Section 12.2(a). 
  
 (c) Allocations to Additional Limited Partners. If any Additional
Limited Partner is admitted to the Partnership on any day other than the first day of a Fiscal Year, then Profit, Losses, each item thereof and all other items allocable among Partners and Assignees for such Fiscal Year shall be allocated among such
Additional Limited Partner and all other Partners and Assignees by taking into account their varying interests during the Fiscal Year in accordance with Section 706(d) of the Code, using the interim closing of the books method. Solely for purposes
of making such allocations, each of such items for the calendar month in which an admission of any Additional Limited Partner occurs shall be allocated among all of the Partners and Assignees, including such Additional Limited Partner. 

 
 12.3 Amendment of Agreement and Certificate of Limited Partnership 
  
 For the admission to the Partnership of any Partner, the General Partner
shall take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary, to prepare as soon as practical an amendment of this Agreement (including an amendment of Exhibit A) and, if required by
law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 2.6 hereof. 
  
 ARTICLE 13 
 DISSOLUTION, LIQUIDATION
AND TERMINATION 
  
 13.1 Dissolution 
  
 The Partnership shall not be dissolved by the admission of Substituted
Limited Partners or Additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Subject to Section 13.1(b), upon the withdrawal of the General Partner, any successor General Partner
shall continue the business of the Partnership. The Partnership shall dissolve, and its affairs shall be wound up, only upon the first to occur of any of the following (“Liquidating Events”): 
  
 (a) the expiration of its term as provided in Section 2.5 hereof; 

 
 (b) an event of withdrawal of the General Partner, as defined in the Act
(other than an event of bankruptcy), unless, within ninety (90) days after such event of withdrawal, a “majority in interest” (as defined below) of the remaining Partners Consent in writing to continue the business of the Partnership and
to the appointment, effective as of the date of withdrawal, of a successor General Partner; 
  
 (c) an election to dissolve the Partnership made by the General Partner, in its sole and absolute discretion; 
  

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

  
 (e) the occurrence of a Terminating Capital Transaction; or

  
 (f) a final and non-appealable judgment is entered by a court
of competent jurisdiction ruling that the General Partner or the Partnership is bankrupt or insolvent, or a final and non-appealable order for relief is entered by a court with appropriate jurisdiction against the General Partner or the Partnership,
in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect, unless prior to the entry of such order or judgment a “majority in interest” (as defined below) of the remaining Partners Consent in
writing to continue the business of the Partnership and to the appointment, effective as of a date prior to the date of such order or judgment, of a substitute General Partner, if applicable. 
  
 As used in this Article 13, a “majority in interest” shall refer to Partners
(excluding the General Partner) who hold Partnership Units that constitute more than fifty percent (50%) of the aggregate number of outstanding Partnership Units not held by the General Partner. 
  
 13.2 Winding Up; Liquidation 
  
 (a) Upon dissolution of the Partnership, the business and affairs of the
Partnership shall be wound up as provided in this Section 13.2. The General Partner shall act as the “Liquidator” (or, in the event there is no remaining General Partner, any Person elected by Limited Partners holding more than 50%
of the total number of Partnership Units then issued and outstanding). The Liquidator shall wind up the affairs of the Partnership, shall dispose of such Partnership Assets as it deems necessary or appropriate and shall pay and distribute the assets
of the Partnership, including the proceeds of any such disposition, as follows: 
  
 (i) first, to creditors, including Partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of
the Partnership (whether by payment or by establishment or reserves as determined by the Liquidator in its sole discretion), other than distributions to Partners pursuant to Article 5, and 
  
 (ii) second, to the Partners in accordance with their
positive Capital Account balances. 
  
 It is intended that such
distributions will result in the Partners receiving aggregate distributions in the order of and equal to the amount of distributions that would have been received if the liquidating distributions were made in accordance with Section 5.1. However, if
the balances in the Capital Accounts do not result in such intention being satisfied, items of Profits and Losses will be reallocated among the Partners for the Fiscal Year of the liquidation (and, at the election of the General Partner, if
necessary and permissible, prior Fiscal Years) so as to cause the balances in the Capital Accounts to be in the amounts necessary to assure that such result is achieved. Notwithstanding anything herein to the contrary, in the event the Partnership
is liquidated within the meaning of Treasury Regulation §§ 1.704-1(b)(2)(ii)(g), liquidation distributions shall be made by the end of the taxable year in which the Partnership liquidates or, if later, within ninety (90) days of the date
of such liquidation. 
  

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 (b) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be
made to the Partners pursuant to this Article 13 may be: 
  
 (i) distributed to a trust established for the benefit of the General Partner and Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any
contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner and Limited Partners from
time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and Limited Partners pursuant to this
Agreement; or 
  
 (ii) withheld or escrowed to
provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to
the General Partner and Limited Partners in the manner and order of priority set forth in Section 13.2(a) as soon as practicable. 
  
 (c) The Liquidator shall, in its sole discretion, determine whether to sell any Partnership Assets, including, without limitation, Real Estate Assets, and
if so, whether at a public or private sale, for what price and on what terms. If the Liquidator determines to sell or otherwise dispose of any Partnership Asset or any interest therein, the Liquidator shall do so expeditiously and for its fair
market value under the circumstances, giving due regard to the activity and condition of the relevant market and general financial and economic conditions. If the Liquidator determines not to sell or otherwise dispose of any Partnership Asset or any
interest therein, the Liquidator shall not be required to distribute the same to the Partners promptly but shall have full right and discretion to determine the time and manner of such distribution and distributions giving due regard to the
interests of the Partners. 
  
 13.3 No Obligation to Contribute Deficit

  
 If any Partner has a deficit balance in his Capital
Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any contribution to the capital of the
Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. 
  
 13.4 Notice of Dissolution 
  
 In the event a Liquidating Event occurs or an event occurs that would, but for the provisions of an election or objection by one or more Partners pursuant
to Section 13.1, result in a dissolution of the Partnership, the General Partner shall, within thirty (30) days thereafter, provide written notice thereof to each of the Partners. 
  

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 13.5 Termination of Partnership and Cancellation of Certificate of Limited Partnership 
  
 Upon the completion of the liquidation of the Partnership’s assets, as
provided in Section 13.2 hereof, the Partnership shall be terminated, a certificate of cancellation shall be filed, and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the state of Delaware shall be
canceled and such other actions as may be necessary to terminate the Partnership shall be taken. 
  
 13.6 Reasonable Time for Winding-Up 
  
 A reasonable time shall be allowed for the orderly winding-up of the business and affairs of the Partnership and the liquidation of its assets pursuant to Section 13.2 hereof in order to minimize any losses otherwise
attendant upon such winding-up, and the provisions of this Agreement shall remain in effect among the Partners during the period of liquidation. 
  
 13.7 Waiver of Partition 
  
 Each Partner hereby waives any right to partition of the Partnership property. 
  
 ARTICLE 14 
 AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS 
  
 14.1
Amendments 
  
 (a) By the General Partner. The General
Partner shall have the power, without the consent of the Limited Partners, to amend this Agreement except as set forth in Section 14.1(b) hereof. The General Partner shall provide notice to the Limited Partners when any action under this Section
14.1(a) is taken in the next regular communication to the Limited Partners. The Limited Partners shall not have the power to amend this Agreement. 
  
 (b) Restrictions on General Partner’s Ability to Amend this Agreement. Notwithstanding Section 14.1(a) hereof, this Agreement shall not be
amended with respect to any Partner adversely affected without the Consent of such Partner adversely affected if such amendment would: 
  
 (i) convert a Limited Partner’s interest in the Partnership into a General Partner Interest; 
  
 (ii) impose on the Limited Partners any obligation to make
additional Capital Contributions to the Partnership; 
  
 (iii) modify the limited liability of a Limited Partner in a manner adverse to such Limited Partner; or 
  
 (iv) amend this Section 14.1(b). 
  

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 14.2 Meetings of the Partners 
  
 (a) General. Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by
the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests. The request shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners not
less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. Partners may vote in person or by proxy at such meeting. 
  
 (b) Vote Required. Whenever the vote or Consent of the Partners is permitted or required under this Agreement, such vote or Consent may be given at
a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.2(c) hereof. Except as otherwise expressly provided in this Agreement, the Consent of holders of Partnership Units that constitute more than fifty
percent (50%) of the aggregate number of outstanding Partnership Units held by the Partners (including the General Partner) shall constitute the consent of the Partners. 
  
 (c) Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Partners may be taken
without a meeting if a written consent setting forth the action so taken is signed by holders of Partnership Units that constitute more than fifty percent (50%) (or such other percentage as is expressly required by this Agreement) of the aggregate
number of outstanding Partnership Units held by the Partners (including the General Partner). Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote the holders of Partnership Units that
constitute more than fifty percent (50%) (or such other percentage as is expressly required by this Agreement) of the aggregate number of outstanding Partnership Units held by the Partners (including the General Partner). Such consent shall be filed
with the General Partner. An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partner. 
  
 (d) Proxy. Each Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Partner
is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Partner or his attorney-in-fact and a copy thereof delivered to the Partnership. No proxy shall be valid
after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective upon the General Partner’s
receipt of written notice of such revocation from the Partner executing such proxy. 
  
 (e) Conduct of Meeting. Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as
the General Partner or such other Person deems appropriate. Meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner and may be held at the same time, and as part of, meetings of the
stockholders of the General Partner. 
  

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 ARTICLE 15 
 GENERAL PROVISIONS 
  
 15.1 Addresses
and Notice 
  
 Any notice, demand, request or report required
or permitted to be given or made to a Partner or Assignee under this Agreement shall be in writing and shall be deemed given or made when delivered if delivered in person, sent by first class United States mail, by overnight delivery or via
facsimile to the Partner or Assignee at the address set forth in Exhibit A or such other address of which the Partner shall notify the General Partner in writing. Notwithstanding the foregoing, the General Partner may elect to deliver any
such notice, demand, request or report by E-mail or by any other electronic means, in which case such communication shall be deemed given or made one day after being sent. 
  
 15.2 Titles and Captions 
  
 All article or section titles or captions in this Agreement are for convenience of reference only, shall not be deemed part of this Agreement and shall in
no way define, limit, extend or describe the scope or intent of any provisions hereof. Except as specifically provided otherwise, references to “Articles” and “Sections” are to Articles and Sections of this Agreement. 

 
 15.3 Pronouns and Plurals 
  
 Whenever the context may require, any pronoun used in this Agreement shall
include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. 
  
 15.4 Further Action 
  
 The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to
achieve the purposes of this Agreement. 
  
 15.5 Binding Effect 

 
 This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns. 
  
 15.6 Creditors 
  
 Other than as expressly set forth herein with respect to the Indemnitees, none of the provisions of this Agreement shall be for the benefit of, or shall
be enforceable by, any creditor of the Partnership. 
  
 15.7 Waiver

  
 No failure by any party to insist upon the strict
performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a 

  

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breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition. 
  
 15.8 Counterparts 
  
 This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all of the
parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto. 
  
 15.9 Applicable Law 
  
 This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without
regard to the principles of conflicts of laws thereof. 
  
 15.10 Invalidity of
Provisions 
  
 If any provision of this Agreement is or
becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. 
  
 15.11 Merger 
  
 Subject to Section 11.2, the Partnership may merge with, or consolidate into, any Person or Entity in accordance with Section 17-211 of the Act.

  
 15.12 No Rights as Stockholders 
  
 Nothing contained in this Agreement shall be construed as conferring upon the
holders of the Partnership Units any rights whatsoever as stockholders of the General Partner, including, without limitation, any right to receive dividends or other distributions made to such stockholders or to vote or to consent or receive notice
as stockholders in respect to any meeting or stockholders for the election of directors of the General Partner or any other matter. 
  
 15.13 Entire Agreement 
  
 This Agreement contains the entire understanding and agreement among the Partners with respect to the subject matter hereof and supersedes any other prior
written or oral understandings or agreements among them with respect thereto. 
  
 [SIGNATURE PAGE FOLLOWS] 
  

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 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amended and Restated
Agreement of Limited Partnership as of the day and year first-above written. 
  

			
	GENERAL PARTNER:
	
	PALADIN REALTY INCOME PROPERTIES, INC.
		
	 By:
	 	 
	 Name:
	 	 
	 Title:
	 	 


  

			
	LIMITED PARTNER:
	
	PALADIN REALTY ADVISORS, LLC
		
	 By:
	 	 
	 Name:
	 	 
	 Title:
	 	 


  









 Corporate/Limited Liability Company Additional Limited Partner 
 Signature Page to Amended and Restated Agreement of Limited Partnership 
 of Paladin Realty Income Properties, L.P., by and among the 
 undersigned and the other parties
thereto. 
  

									
	 Dated___________________ __, 200_
	 	 	 	LIMITED PARTNER:
			
	 	 	 	 	[Name of Corporation/LLC]
				
	 	 	 	 	 By:
	 	 
	 	 	 	 	 	 	 Name:
	 	 
	 	 	 	 	 	 	 Title:
	 	 

  









 Partnership Additional Limited Partner Signature Page to Amended and Restated 
 Agreement of Limited Partnership of Paladin Realty Income Properties, L.P., 
 by and among the undersigned and the other parties thereto. 
  

									
	 Dated___________________ __, 200_
	 	 	 	LIMITED PARTNER:
			
	 	 	 	 	[Name of Partnership]
				
	 	 	 	 	 By:
	 	 
	 	 	 	 	 	 	 Name:
	 	 
	 	 	 	 	 	 	 Title:
	 	 

  









 Individual Additional Limited Partner Signature Page to Amended and Restated 
 Agreement of Limited Partnership of Paladin Realty Income Properties, L.P., 
 by and among the undersigned and the other parties thereto. 
  

									
	 Dated___________________ __, 200_
	 	 	 	LIMITED PARTNER:
			
	 	 	 	 	[Name of Individual]
			
	 	 	 	 	 

  









 Exhibit A 
  
 Partners’ Contributions and Partnership Interests 
  

											
	 Name and Address of Partner

	  	 Type of
 Interest

	  	Capital
Contribution

	  	Number of
Partnership
Units

	  	Percentage
Interest

	 
	 Paladin Realty Income Properties, Inc., Inc.
	  	 General Partnership Interest
	  	$	2,000	  	200	  	1.00	%
	 Paladin Realty Advisors, LLC
	  	 Limited Partnership Interest
	  	$	200,000	  	20,000	  	99.00	%
	 TOTAL
	  	 	  	$	202,000	  	20,200	  	100.00	%

  









 Exhibit B 
  
 NOTICE OF REDEMPTION REQUEST 
  
 The undersigned Limited Partner hereby irrevocably (i) requests that Paladin Realty Income Properties, L.P. (the
“Partnership”) redeem              Partnership Units in the Partnership held by such Limited Partner in accordance with the terms of the Amended and Restated Agreement of
Limited Partnership of the Partnership (the “Partnership Agreement”) and the Redemption Right referred to therein; (ii) agrees to surrender such Partnership Units and all right, title, and interest therein promptly upon payment of the
Redemption Amount; (iii) directs that the Redemption Amount deliverable upon exercise of the Redemption Right be delivered to such Limited Partner at the address as specified in the Partnership Agreement; and (iv) directs that, if the General
Partner determines that the Redemption Amount shall be the REIT Stock Amount, the REIT Stock be registered or placed in the name of such Limited Partner and at such address specified in the Partnership Agreement. The undersigned hereby represents,
warrants, and certifies that the undersigned (a) has not transferred or encumbered title to such Partnership Units; (b) has the full right, power and authority to redeem and surrender such Partnership Units as provided herein; and (c) has obtained
the consent or approval of all Persons, if any, having the right to consent or approve such redemption and surrender. 
  
 Dated:                                 
  

			
	[Name of Limited Partner]
		
	By:	 	 
		
	Name:	 	 
		
	Title: