Common use of Investment Representations and Warranties Clause in Contracts

Investment Representations and Warranties. By delivering to the Company a Notice of Exchange, each Exchanging Partner will be deemed to represent and warrant to the Company and the Operating Partnership that such Exchanging Partner is aware of the Company’s option to exchange such Exchanging Partner’s Partnership Units for REIT Stock pursuant to Section 2.2 hereof and that: (i) Such Exchanging Partner has received and reviewed (A) a copy of the prospectus contained in the Registration Statement on Form S-11 filed by the Company in connection with the Offering, any prospectus contained in any Registration Statement subsequently filed by the Company, and any supplement or amendment thereto (each, a “Prospectus”), and (B) if the Company is filing reports under the Securities Exchange Act of 1934, as amended, copies of all reports and other filings (the “SEC Reports”), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, made by the Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and understands the risks of, and other considerations relating to, an investment in REIT Stock. (ii) Such Exchanging Partner, by reason of its business and financial experience, together with the business and financial experience of those persons, if any, retained by it to represent or advise it with respect to its investment in REIT Stock, (A) has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of and of making an informed investment decision with respect to an investment in REIT Stock, (B) is capable of protecting its own interest or has engaged representatives or advisors to assist it in protecting its interests and (C) is capable of bearing the economic risk of such investment. (iii) (A) Such Exchanging Partner is an “accredited investor” as defined in Rule 501 of the regulations promulgated under the Securities Act.

Investment Representations and Warranties. By delivering Each Contributor who is ----------------------------------------- receiving Units represents and warrants as follows: (a) Upon the issuance of Units to such Contributor, such Contributor shall become subject to, and shall be bound by, the Company a Notice terms and provisions of Exchange, each Exchanging Partner will be deemed to represent and warrant to the Company and agreement of limited partnership of the Operating Partnership that such Exchanging Partner is aware of (in substantially the Company’s option to exchange such Exchanging Partner’s Partnership Units for REIT Stock pursuant to Section 2.2 hereof and that: (iform attached hereto as Exhibit D) Such Exchanging Partner has received and reviewed (A) a copy of the prospectus contained in the Registration Statement on Form S-11 filed by the Company in connection with the Offering, any prospectus contained in any Registration Statement subsequently filed by the Company, and any supplement or amendment thereto (each, a “Prospectus”), and (B) if the Company is filing reports under the Securities Exchange Act of 1934, as amended, copies of all reports and other filings (the “SEC Reports”"Partnership Agreement"), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, made by --------------------- the Company with terms of the SEC pursuant to the Securities Exchange Act power of 1934attorney contained in Section 15.11 thereof, as amended, and the rules and regulations thereunder, and Partnership Agreement may be amended from time in accordance with its terms. (b) Such Contributor understands the risks of, and other considerations relating to, an investment in REIT Stock. (ii) the purchase of the Units. Such Exchanging PartnerContributor, by reason of its business and financial experience, together with the business and financial experience of those persons, if any, retained by it to represent or advise it with respect to its investment in REIT Stock, (A) the Units, has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of an investment in the Operating Partnership and of making an informed investment decision with respect to an investment in REIT Stock, decision, (Bii) is capable of protecting its own interest or has engaged representatives or advisors to assist it in protecting its interests and and (Ciii) is capable of bearing the economic risk of such investment. If such Contributor retained a person to represent or advise it with respect to the investment in Units that may be made hereby then, at Contributor's request, such Contributor shall, prior to or at the Initial Closing, (i) acknowledge in writing such representation and (ii) cause such representative or advisor to deliver a certificate to the Operating Partnership containing such representations as are reasonably requested by the Operating Partnership. (c) Such Contributor understands that an investment in the Operating Partnership involves substantial risks. Such Contributor has been given the opportunity to make a thorough investigation of the proposed activities of the Operating Partnership and has been furnished with materials relating to the Operating Partnership and its proposed activities. Such Contributor has been afforded the opportunity to obtain any additional information deemed necessary by such Contributor to verify the accuracy of any representations made or information conveyed to such Contributor. Such Contributor confirms that all documents, records, and books pertaining to its investment in the Operating Partnership and requested by such Contributor have been made available or delivered to such Contributor. Such Contributor has had an opportunity to ask questions of and receive answers from the Operating Partnership, or from a person or persons acting on the Operating Partnership's behalf, concerning the terms and conditions of this investment. Such Contributor has relied and is making its investment decision upon written information provided to the Contributor by or on behalf of the Operating Partnership and/or Contributor's position (in the case of certain individual Contributors) as a director or executive officer of the REIT. (d) The Units to be issued to such Contributor will be acquired by such Contributor for its own account (or if such Contributor is a trustee, for a trust account) for investment only and not with a view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation therein, without prejudice, however, to such Contributor's right (subject to the terms of the Units) at all times to distribute the Units to affiliates of such Contributor or to sell or otherwise dispose of all or any part of its Units under an exemption from such registration available under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state -------------- securities laws, and subject, nevertheless, to the disposition of its assets being at all times within its control. Such Contributor was not formed for the specific purpose of acquiring an interest in the Operating Partnership. (e) Such Contributor acknowledges that (i) the Units to be issued to such Contributor have not been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws and, if such Units are represented by certificates, such certificates will bear a legend to such effect, (ii) the REIT's and the Operating Partnership's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Contributor contained herein, (iii) such Units, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available, (Aiv) there is no public market for such Units, and (v) the Operating Partnership has no obligation or intention to register such Units for resale under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws. Such Exchanging Partner Contributor hereby acknowledges that because of the restrictions on transfer or assignment of such Units to be issued hereunder which will be set forth in the Partnership Agreement and/or in a Registration Rights Agreement (as defined in Section 5.1 hereof), such Contributor may have to bear the economic risk of the investment commitment evidenced by this Contribution Agreement and any Units acquired hereby for an indefinite period of time, although (i) under the terms of the Partnership Agreement, as it will be in effect at the time of the IPO, Units will be redeemable at the request of the holder thereof at any time after the first anniversary of their issuance for cash or (at the option of the REIT) for Common Shares of the REIT and (ii) the holder of any such Common Shares issued upon a presentation of Units for redemption will be afforded certain rights to have such Common Shares registered for resale under the Securities Act or applicable state securities laws under the Registration Rights Agreement as described more fully below. (f) Contributor is an “"accredited investor” " as defined in Rule 501 of the regulations promulgated Regulation D under the Securities Act.

Investment Representations and Warranties. By delivering to the Company a Notice of Exchange, each Exchanging Partner will be deemed to represent and warrant to the Company and the Operating Partnership that such Exchanging Partner is aware of the Company’s 's option to exchange such Exchanging Partner’s 's Partnership Units for REIT Stock pursuant to Section 2.2 hereof and that: (i) Such Exchanging Partner has received and reviewed (A) a copy of the prospectus contained in the Registration Statement on Form S-11 filed by the Company in connection with the Offering, any prospectus contained in any Registration Statement subsequently filed by the Company, and any supplement or amendment thereto (each, a “"Prospectus”"), and (B) if the Company is filing reports under the Securities Exchange Act of 1934, as amended, copies of all reports and other filings (the “"SEC Reports”"), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, made by the Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and understands the risks of, and other considerations relating to, an investment in REIT Stock. (ii) Such Exchanging Partner, by reason of its business and financial experience, together with the business and financial experience of those persons, if any, retained by it to represent or advise it with respect to its investment in REIT Stock, (A) has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of and of making an informed investment decision with respect to an investment in REIT Stock, (B) is capable of protecting its own interest or has engaged representatives or advisors to assist it in protecting its interests and (C) is capable of bearing the economic risk of such investment. (iii) (A) Such Exchanging Partner is an “"accredited investor” " as defined in Rule 501 of the regulations promulgated under the Securities Act.

Investment Representations and Warranties. By delivering to the Company a Notice of Exchange, each Exchanging Partner will be deemed to represent and warrant to the Company and the Operating Partnership that such Exchanging Partner is aware of the Company’s option to exchange such Exchanging Partner’s Partnership Series B Preferred Units for REIT Stock pursuant to Section 2.2 hereof and that: (a) (i) Such such Exchanging Partner has received and reviewed (A) a copy of the prospectus contained in the Registration Statement on Form S-11 filed by the Company in connection with the Offering, any prospectus contained in any Registration Statement subsequently filed by the Company, and any supplement or amendment thereto (each, a “Prospectus”), and (B) if the Company is filing reports under the Securities Exchange Act of 1934, as amended, copies of all reports and other filings (the “SEC Reports”), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, made by the Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and understands the risks of, and other considerations relating to, an investment in REIT Stock. (ii) Such Exchanging Partner, by reason of its business and financial experience, together with the business and financial experience of those persons, if any, retained by it to represent or advise it with respect to its investment in REIT Stock, (A) has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of and of making an informed investment decision with respect to an investment in REIT Stock, (B) is capable of protecting its own interest or has engaged representatives or advisors to assist it in protecting its interests and (C) is capable of bearing the economic risk of such investment. (iii) (A) Such Exchanging Partner is an “accredited investor” as defined in Rule 501 of the regulations promulgated under the Securities Act.

Investment Representations and Warranties. By delivering to the Company a Notice of Exchange, each Exchanging Partner will be deemed to represent and warrant to the Company and the Operating Partnership that such Exchanging Partner is aware of the Company’s option to exchange such Exchanging Partner’s Partnership Units for REIT Stock pursuant to Section 2.2 hereof and that: (ia) Such such Exchanging Partner has received and reviewed reviewed (A) a copy of the prospectus contained in the Registration Statement on Form S-11 filed by the Company in connection with the Offering, any prospectus contained in any Registration Statement subsequently filed by the Company, and any supplement or amendment thereto (each, a “Prospectus”), and (B1) if the Company is filing required to file reports under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) copies of all reports and other filings (the “SEC Reports”), in the form filed on the SEC’s Electronic Data Gathering, Analysis and Retrieval system, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-10- Q and Current Reports on Form 8-K, made by the Company with the SEC pursuant to the Securities Exchange Act of 1934, as amendedAct, and the rules and regulations thereunder, and understands the risks of, and other considerations relating to, an investment in REIT Stock, or (2) if the Company is not required to file SEC reports, such information regarding the business, operations, financial condition, assets and liabilities of the Company as the Exchanging Partner deems necessary and appropriate in connection with the receipt of REIT Stock. (iib) Such Exchanging Partner, by reason of its business and financial experience, together with the business and financial experience of those persons, if any, retained by it to represent or advise it with respect to its investment in REIT Stock, (Ai) has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of and of making an informed investment decision with respect to an investment in REIT Stock, (Bii) is capable of protecting its own interest or has engaged representatives or advisors to assist it in protecting its interests interests, and (Ciii) is capable of bearing the economic risk of such investment. (iii) (Ac) Such Exchanging Partner is an “accredited investor” as defined in Rule 501 of the regulations promulgated under the Securities Act. (d) If such Exchanging Partner has retained or retains a person to represent or advise it with respect to its investment in REIT Stock, such Exchanging Partner will advise the Company of such retention and, at the Company’s request, such Exchanging Partner shall, prior to or at delivery of the REIT Stock hereunder, (i) acknowledge in writing such representation and (ii) cause such representative or advisor to deliver a certificate to the Company containing such representations as may be reasonably requested by the Company. (e) Such Exchanging Partner understands that an investment in the Company involves substantial risks. (f) Such Exchanging Partner has been given the opportunity to make a thorough investigation of the activities of the Company and has been furnished with materials relating to the Company and its activities, including, without limitation, each Prospectus and the SEC Reports. (g) Such Exchanging Partner has relied and is making its investment decision based upon the Prospectus/Consent Solicitation Statement relating to the Consolidation and any subsequent Prospectus, the SEC Reports and other written information provided to the Exchanging Partner by or on behalf of the Company and, as applicable, such Exchanging Partner’s position as a director or executive officer of the Company. (h) The REIT Stock to be issued to such Exchanging Partner hereunder will be acquired by such Exchanging Partner for its own account, for investment only and not with a view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation therein. (i) Such Exchanging Partner was not formed for the specific purpose of acquiring an interest in the Company. (j) Such Exchanging Partner acknowledges that: (i) the shares of REIT Stock to be issued to such Exchanging Partner hereunder have not been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws and, the certificates representing such shares of REIT Stock will bear a legend to such effect, (ii) the Company’s and the Operating Partnership’s reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Exchanging Partner contained herein, (iii) the REIT Stock to be issued to such Exchanging Partner hereunder may not be resold or otherwise distributed unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available, (iv) there may be no market for unregistered shares of REIT Stock, and (v) the Company has no obligation or intention to register such REIT Stock under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws. (k) Such Exchanging Partner acknowledges that because of the restrictions on transfer or assignment of such REIT Stock to be issued hereunder, such Exchanging Partner may have to bear the economic risk of its investment in REIT Stock issued hereunder for an indefinite period of time. (l) The address set forth under such Exchanging Partner’s name in the Notice of Exchange is the address of the Exchanging Partner’s principal place of business or, if a natural person, the address of the Exchanging Partner’s residence, and such Exchanging Partner has no present intention of becoming a resident of any country, state or jurisdiction other than the country and state in which such principal place of business or residence is situated.

Investment Representations and Warranties. By delivering to the Company a Notice of Exchange, each Exchanging Partner Member will make the representations, warranties and certifications set forth in the Notice of Exchange and will be deemed to represent and warrant to the Company CharterMac, CM Corp. and the Operating Partnership CCC that such Exchanging Partner Member is aware of the Company’s CM Corp.'s option to exchange such Exchanging Partner’s Partnership Member's Special Common Units for REIT Stock Common Shares pursuant to Section 2.2 2.1(B) hereof and that: (ia) Such Exchanging Partner Member has received and reviewed (A) a copy of the prospectus contained in the Registration Statement on Form S-11 filed by the Company in connection with the Offering, any prospectus contained in any Registration Statement subsequently filed by the Company, and any supplement or amendment thereto (each, a “Prospectus”), and (B) if the Company is filing reports under the Securities Exchange Act of 1934, as amended, reviewed copies of all reports and other filings (the “"SEC Reports”"), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, made by the Company CharterMac with the SEC pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as the Exchanging Member has deemed relevant in connection with the exercise of the Exchange Right and understands the risks of, and other considerations relating to, an investment in REIT StockCommon Shares. (iib) Such Exchanging PartnerMember, by reason of its business and financial experience, together with the business and financial experience of those persons, if any, retained by it to represent or advise it with respect to its investment in REIT StockCommon Shares, (Ai) has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of and of making an informed investment decision with respect to an investment in REIT Stock,Common Shares; (Bii) is capable of protecting its own interest or has engaged representatives or advisors to assist it in protecting its interests interests; and (Ciii) is capable of bearing the economic risk of such investment. (iii) (Ac) Such Exchanging Partner Member is an “"accredited investor” " as defined in Rule 501 of the regulations promulgated under the Securities Act; provided however, that if such Exchanging Member is not an "accredited investor" at the time it delivers a Notice of Exchange, CCC shall either pay the Cash Amount or, at its expense, cause the registration of the issuance of the Common Shares to such Exchanging Member in the amount of the Common Share Amount payable to such Exchanging Member. (d) If such Exchanging Member has retained or retains a person to represent or advise it with respect to its investment in Common Shares, such Exchanging Member will advise CM Corp. and CharterMac of such retention and, at CM Corp. or CharterMac's request, such Exchanging Member shall, prior to or at delivery of the Common Shares hereunder, (i) acknowledge in writing such representation; and (ii) cause such representative or advisor to deliver a certificate to CM Corp. and CharterMac containing such representations as may be reasonably requested by CM Corp. and CharterMac. (e) Such Exchanging Member understands that an investment in CharterMac involves substantial risks. (f) Such Exchanging Member has been given the opportunity to make a thorough investigation of the activities of CharterMac and has been furnished with materials relating to CharterMac and its activities, including, without limitation, the SEC Reports which it has requested. (g) Such Exchanging Member has relied and is making its investment decision based upon the SEC Reports and other written information provided to the Exchanging Member by or on behalf of CharterMac and, as applicable, such Exchanging Member's position as a director or executive officer of CCC or CM Corp. (h) The Common Shares to be issued to such Exchanging Member hereunder will be acquired by such Exchanging Member for its own account, for investment only and not with a view to, or with any intention of, a distribution in violation of the Securities Act of 1933. (i) Such Exchanging Member was not formed for the specific purpose of acquiring an interest in CharterMac. (j) Such Exchanging Member acknowledges that: (i) the Common Shares to be issued to such Exchanging Member hereunder have not been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws and, the certificates representing such Common Shares will bear a legend to such effect, unless the Common Shares are registered in accordance with Section 3.3(c); (ii) CharterMac's and CCC's reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Exchanging Member contained herein; (iii) the Common Shares to be issued to such Exchanging Member hereunder may not be resold or otherwise distributed unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available; (iv) there may be no market for unregistered Common Shares; and (v) CharterMac has no obligation or intention to register such Common Shares under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws, except as may be provided in the Registration Rights Agreement entered into by CharterMac and the Exchanging Member (the "Registration Rights Agreement"). (k) Such Exchanging Member acknowledges that because of the restrictions on transfer or assignment of such Common Shares to be issued hereunder, such Exchanging Member may have to bear the economic risk of its investment in Common Shares issued hereunder for an indefinite period of time, although the holder of any such Common Shares will be afforded certain rights to have such Common Shares registered under the Securities Act and applicable state securities laws pursuant to the Registration Rights Agreement. (l) The address set forth under such Exchanging Member's name in the Notice of Exchange is the address of the Exchanging Member's principal place of business or, if a natural person, the address of the Exchanging Member's residence, and such Exchanging Member has no present intention of becoming a resident of any country, state or jurisdiction other than the country and state in which such principal place of business or residence is situated.

Investment Representations and Warranties. By delivering to the Company a Notice of Exchange, each Exchanging Partner will be deemed to represent and warrant to the Company and the Operating Partnership that such Exchanging Partner is aware of the Company’s option to exchange such Exchanging Partner’s Partnership Units for REIT Stock pursuant to Section 2.2 hereof and that: (ia) Such such Exchanging Partner has received and reviewed reviewed (A) a copy of the prospectus contained in the Registration Statement on Form S-11 filed by the Company in connection with the Offering, any prospectus contained in any Registration Statement subsequently filed by the Company, and any supplement or amendment thereto (each, a “Prospectus”), and (B1) if the Company is filing required to file reports under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) copies of all reports and other filings (the “SEC Reports”), in the form filed on the SEC’s Electronic Data Gathering, Analysis and Retrieval system, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, made by the Company with the SEC pursuant to the Securities Exchange Act of 1934, as amendedAct, and the rules and regulations thereunder, and understands the risks of, and other considerations relating to, an investment in REIT Stock, or (2) if the Company is not required to file SEC reports, such information regarding the business, operations, financial condition, assets and liabilities of the Company as the Exchanging Partner deems necessary and appropriate in connection with the receipt of REIT Stock. (iib) Such Exchanging Partner, by reason of its business and financial experience, together with the business and financial experience of those persons, if any, retained by it to represent or advise it with respect to its investment in REIT Stock, (Ai) has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of and of making an informed investment decision with respect to an investment in REIT Stock, (Bii) is capable of protecting its own interest or has engaged representatives or advisors to assist it in protecting its interests interests, and (Ciii) is capable of bearing the economic risk of such investment. (iii) (Ac) Such Exchanging Partner is an “accredited investor” as defined in Rule 501 of the regulations promulgated under the Securities Act. (d) If such Exchanging Partner has retained or retains a person to represent or advise it with respect to its investment in REIT Stock, such Exchanging Partner will advise the Company of such retention and, at the Company’s request, such Exchanging Partner shall, prior to or at delivery of the REIT Stock hereunder, (i) acknowledge in writing such representation and (ii) cause such representative or advisor to deliver a certificate to the Company containing such representations as may be reasonably requested by the Company. (e) Such Exchanging Partner understands that an investment in the Company involves substantial risks. (f) Such Exchanging Partner has been given the opportunity to make a thorough investigation of the activities of the Company and has been furnished with materials relating to the Company and its activities, including, without limitation, each Prospectus and the SEC Reports. (g) Such Exchanging Partner has relied and is making its investment decision based upon the Prospectus/Consent Solicitation Statement relating to the Consolidation and any subsequent Prospectus, the SEC Reports and other written information provided to the Exchanging Partner by or on behalf of the Company and, as applicable, such Exchanging Partner’s position as a director or executive officer of the Company. (h) The REIT Stock to be issued to such Exchanging Partner hereunder will be acquired by such Exchanging Partner for its own account, for investment only and not with a view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation therein. (i) Such Exchanging Partner was not formed for the specific purpose of acquiring an interest in the Company. (j) Such Exchanging Partner acknowledges that: (i) the shares of REIT Stock to be issued to such Exchanging Partner hereunder have not been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws and, the certificates representing such shares of REIT Stock will bear a legend to such effect, (ii) the Company’s and the Operating Partnership’s reliance on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Exchanging Partner contained herein, (iii) the REIT Stock to be issued to such Exchanging Partner hereunder may not be resold or otherwise distributed unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available, (iv) there may be no market for unregistered shares of REIT Stock, and (v) the Company has no obligation or intention to register such REIT Stock under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws. (k) Such Exchanging Partner acknowledges that because of the restrictions on transfer or assignment of such REIT Stock to be issued hereunder, such Exchanging Partner may have to bear the economic risk of its investment in REIT Stock issued hereunder for an indefinite period of time. (l) The address set forth under such Exchanging Partner’s name in the Notice of Exchange is the address of the Exchanging Partner’s principal place of business or, if a natural person, the address of the Exchanging Partner’s residence, and such Exchanging Partner has no present intention of becoming a resident of any country, state or jurisdiction other than the country and state in which such principal place of business or residence is situated.

Investment Representations and Warranties. By delivering to the Company a Notice of Exchange, each Exchanging Partner will be deemed to represent and warrant to the 91 Company and the Operating Partnership that such Exchanging Partner is aware of the Company’s 's option to exchange such Exchanging Partner’s 's Partnership Units for REIT Stock pursuant to Section 2.2 hereof and that: (i) Such Exchanging Partner has received and reviewed (A) a copy of the prospectus prospectus/consent solicitation statement contained in the Registration Statement on Form S-11 S-4 filed by the Company in connection with the OfferingConsolidation, any prospectus contained in any Registration Statement subsequently filed by the Company, and any supplement or amendment thereto (each, a “Prospectus”"PROSPECTUS"), and (B) if the Company is filing reports under the Securities Exchange Act of 1934, as amended, copies of all reports and other filings (the “"SEC Reports”REPORTS"), including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, made by the Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, and understands the risks of, and other considerations relating to, an investment in REIT Stock. (ii) Such Exchanging Partner, by reason of its business and financial experience, together with the business and financial experience of those persons, if any, retained by it to represent or advise it with respect to its investment in REIT Stock, (A) has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of and of making an informed investment decision with respect to an investment in REIT Stock, (B) is capable of protecting its own interest or has engaged representatives or advisors to assist it in protecting its interests and (C) is capable of bearing the economic risk of such investment. (iii) (A) Such Exchanging Partner is an “"accredited investor” " as defined in Rule 501 of the regulations promulgated under the Securities Act.