Common use of Investment Clause in Contracts

Investment. Such Contributor acknowledges that the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). (b) Such Contributor is acquiring the REIT Shares and/or OP Units solely for its own account for the purpose of investment and not as a nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution of any thereof in violation of the securities Laws. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units have not been registered under the Securities Act and, therefore, unless registered under the Securities Act or an exemption from registration is available, must be held (and the Contributor must continue to bear the economic risk of the investment in the REIT Shares and/or OP Units) indefinitely and may not be transferred or sold.

Investment. Such Contributor acknowledges Purchaser understands that the offering Warrants, and issuance shares of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance Common Stock issuable upon exercise thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). (b) Such Contributor is acquiring the REIT Shares and/or OP Units solely for its own account for the purpose of investment and not as a nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution of any thereof in violation of the securities Laws. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units have not been registered under the Securities Act andAct, thereforeand may not be sold, assigned, pledged, transferred or otherwise disposed of unless the Warrants, and shares of Common Stock issuable upon exercise thereof, are or have been registered under the Securities Act or an exemption from registration is available, must be held (and . The Warrants are being acquired solely for the Contributor must continue to bear the economic risk account of the Purchaser for personal investment and not with a view to, or for resale in connection with, any distribution in any jurisdiction where such sale or distribution would be precluded. By such representation, the Purchaser means that no other person has a beneficial interest in the REIT Shares and/or OP UnitsWarrants subscribed for hereunder, and that no other person has furnished or will furnish directly or indirectly, any part of or guarantee the payment of any part of the consideration to be paid to the Seller in connection therewith except as contemplated hereby. The Purchaser does not intend to dispose of all or any part of the Warrants, except in compliance with the provisions of the Securities Act and applicable state securities laws, and understands that the Warrants are being offered pursuant to a specific exemption under the provisions of the Securities Act, which exemption(s) indefinitely depends, among other things, upon the compliance with the provisions of the Securities Act. The Purchaser may sell, assign or transfer any part of the Warrants for consideration or otherwise, provided any such sale, assignment or transfer is made in compliance with the Securities Act and may not be transferred or soldany applicable state securities laws, and Purchaser provides an opinion of counsel satisfactory to counsel to the Company that an exemption from registration under the Securities Act and any applicable state securities laws is available.

Investment. Such Contributor acknowledges that By acceptance hereof, the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereofPurchaser understands, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). (b) Such Contributor is acquiring the REIT Shares and/or OP Units solely for its own account for the purpose of investment and not as a nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution of any thereof in violation of the securities Laws. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that agrees that: (i) the OP Units obligations of the Issuer under the Bond and under the related Issuer Documents, are not redeemable or exchangeable special and limited obligations payable solely from the Pledged Security for cash or REIT Shares for a minimum of 12 months after the date of issuance, and Bond; (ii) the REIT Shares and/or OP Units obligations of the Issuer under the Bond and under the Issuer Documents, and the obligations of the Company under the Company Documents and any other obligations that would constitute “separate securities” relating to the Bond (collectively, herein called the “securities”) have not been registered under the Federal Securities Act andof 1933, therefore, unless registered under the Securities and Exchange Act of 1934, the Georgia Uniform Securities Act of 2008, or an exemption from registration is availablethe securities laws, must be held if applicable, of any other state, and applicable rules and regulations thereunder (collectively, the “Securities Acts”) and are unrated; (iii) no official statement or other offering document has been prepared in connection with the Contributor must continue to bear the economic risk issuance of the investment Bond; (iv) the Purchaser shall have performed its own “due diligence” investigation as to the Issuer, the Project, the Company, and as to any of the sources of payment of debt service on the Bond and has not relied on any representations of the Issuer, its members, directors, officials, employees, agents or legal counsel as to any matters relating to the adequacy of the Pledged Security to provide for the payment of debt service on the Bond; (v) the Bond is being purchased by the Purchaser in a private placement for its own account and not with a view to resale or other distribution or transfer, except in a transaction in which the Purchaser also assigns its leasehold interest in the REIT Shares and/or OP UnitsProject; (vi) indefinitely and the Bond may not be transferred sold, transferred, pledged or soldhypothecated by the Purchaser or any subsequent holders except in accordance with the provisions of the Bond Resolution governing transfers of the Bond; and (vii) if any transfer of the Bond would subject the Issuer or the Company to any disclosure requirements under any of the Securities Acts, the Company shall, at its own expense and without cost to the Issuer, make such disclosure as to the Issuer, the Company, the Project, the Pledged Security and the Bond, as is required by the Securities Acts. The representations and agreements contained in this Section shall prevail over any inconsistent term or condition that may be contained in the Lease relating to the Project, in the Bond Resolution or in the Bond.

Investment. Such Contributor acknowledges that the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). (b) Such Contributor Seller is acquiring the REIT Shares and/or OP Units solely for its Seller’s own account for the purpose of investment and not as a nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution thereof. Seller agrees and acknowledges that it will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (each, a “Transfer”) any thereof in violation of the Units, unless (i) the Transfer is pursuant to an effective registration statement under the 1933 Act and qualification or other compliance under applicable blue sky or state securities Laws. laws, (cii) Such Contributor no such registration is knowledgeablerequired because of the availability of an exemption from registration under the 1933 Act, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to or (iii) the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed Transfer is otherwise permitted by the federal limited partnership agreement of Purchaser. Purchaser shall place a restrictive legend on any certificate representing the Units, or if applicable, any securities Lawsof Condor Hospitality Trust, Inc. (the “REIT”) issued in redemption and/or conversion, containing substantially the following language: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS. Such Contributor is able to bear THEY MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, IF REQUESTED BY THE ISSUER, THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS. The parties acknowledge that the economic risk Seller’s ownership of holding Units will be reflected on the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss books of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership Purchaser and the issuance of a certificate representing the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity is not anticipated to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated herebyoccur. (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units have not been registered under the Securities Act and, therefore, unless registered under the Securities Act or an exemption from registration is available, must be held (and the Contributor must continue to bear the economic risk of the investment in the REIT Shares and/or OP Units) indefinitely and may not be transferred or sold.

Investment. Such Contributor acknowledges that the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). (b) Such Contributor Seller is acquiring the REIT Shares and/or OP Units solely for its Seller’s own account for the purpose of investment and not as a nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution thereof. Seller agrees and acknowledges that it will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (each, a “Transfer”) any thereof in violation of the OP Units, unless (i) the Transfer is pursuant to an effective registration statement under the 1933 Act and qualification or other compliance under applicable blue sky or state securities Laws. laws, (cii) Such Contributor no such registration is knowledgeablerequired because of the availability of an exemption from registration under the 1933 Act, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to or (iii) the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed Transfer is otherwise permitted by the federal securities LawsOP Agreement. Such Contributor Notwithstanding the foregoing, no Transfer shall be made unless it is able to bear permitted under the economic risk of holding OP Agreement. Purchaser shall place a restrictive legend on any certificate representing the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about , or pertaining to the REIT and the Operating Partnership and the business and prospects if applicable, any securities of the REIT and issued in redemption and/or conversion, containing substantially the Operating Partnership following language: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, IF REQUESTED BY THE ISSUER, THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS. The parties acknowledge that the Seller’s ownership of OP Units will be reflected on the books of Purchaser and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) a certificate representing the OP Units are is not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units have not been registered under the Securities Act and, therefore, unless registered under the Securities Act or an exemption from registration is available, must be held (and the Contributor must continue anticipated to bear the economic risk of the investment in the REIT Shares and/or OP Units) indefinitely and may not be transferred or soldoccur.

Investment. Such Contributor acknowledges that the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). (b) Such Contributor is acquiring the REIT Shares and/or OP Units solely for its own account for the purpose of investment and not as a nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution of any thereof in violation of the securities Laws. (c) Such Contributor Noteholder is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor matters and has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities LawsExchanged Shares. Such Contributor Noteholder is able to bear the economic risk of holding its investment in the REIT Exchanged Shares and/or OP Units for an indefinite period and is presently able to afford the complete loss of such investment and has been afforded access to information about the Company and its affiliates and their financial condition, results of operations, business, property and management sufficient to enable such Noteholder to evaluate its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining Exchanged Shares. Such Noteholder was given a meaningful opportunity to negotiate the REIT and the Operating Partnership and the business and prospects terms of the REIT transactions contemplated hereby and neither the Operating Partnership and the issuance Company nor any of the REIT Shares and/or OP Units as its affiliates or representatives put any pressure on such Contributor deems necessary or desirable, and has been given Noteholder to respond to the opportunity to obtain participate in the transactions contemplated hereby or condition its participation on such Noteholder exchanging a minimum amount of its Existing 2022 Notes. Such Noteholder and Represented Account for which it is acting are each an “accredited investor” as defined in Rule 501(a) under the Securities Act and such Noteholder and any additional information or documents and to ask questions and receive answers about Represented Account for which it is acting are each a “qualified institutional buyer” as defined in Rule 144A under the Securities Act. (b) Such Noteholder (i) has received such information and documentsabout the Company as requested by such Noteholder, including the REIT, the Operating Partnership SEC Documents and the business Covered Documents; (ii) understands and prospects accepts that the Exchanged Shares to be issued pursuant to this Agreement involve risk, including those described or incorporated by reference in the SEC Documents and the Covered Documents, as applicable, and (iii) has made an independent decision to acquire the Exchanged Shares based on the information available to such Noteholder. Such Noteholder acknowledges that it has independently made its own analysis and decision to acquire the Exchanged Shares without reliance upon the Company or its respective representatives and based on such information as it has deemed appropriate in its independent judgment. Such Noteholder has not relied on any information (in any form, whether written or oral, including any representation or warranty of the REIT Company) furnished by or on behalf of the Company or its respective affiliates and representatives in making that decision (other than, with respect to the Company, filings made by the Company with the Commission and other public disclosures and the Operating Partnership which such Contributor deems necessary representations of the Company expressly set forth herein). Such Noteholder further acknowledges that (i) it has consulted its own tax advisors and (ii) it has not relied on the Company or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors respective affiliates or representatives for any tax advice related to the purchase transactions contemplated hereunder. (c) Such Noteholder acknowledges and understands that (i) the Company possesses material nonpublic information regarding the Company not known to the Noteholder that may impact the value of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment Common Stock of the Company (including with respect to taxesthe “Information”), and that the advice Company is not disclosing the Information to such Noteholder. Such Noteholder understands, based on its experience, the disadvantage to which such Noteholder is subject due to the disparity of information between the Company and such Contributor’s advisors (including tax advisors)Noteholder. Notwithstanding such disparity, such Noteholder has deemed it appropriate to enter into this Agreement and not upon that to the exchange of the Operating Partnership or any Existing 2022 Notes for the Exchanged Shares and the consummation by the Noteholder of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated herebyby this Agreement. (d) Such Contributor acknowledges Noteholder agrees that (i) none of the OP Units are not redeemable Company, its affiliates, principals, employees and agents shall have any liability to such Noteholder whatsoever due to or exchangeable in connection with the Company’s use or non-disclosure of the Information or otherwise as a result of the exchange of the Existing 2022 Notes for cash or REIT the Exchanged Shares for a minimum and the consummation of 12 months after the date of issuancetransactions contemplated by this Agreement, and (ii) such Noteholder hereby irrevocably waives any claim that it might have based on the REIT Shares and/or OP Units have not been registered under the Securities Act and, therefore, unless registered under the Securities Act or an exemption from registration is available, must be held (and the Contributor must continue to bear the economic risk failure of the Company to disclose the Information. (e) Such Noteholder is acquiring the Exchanged Shares to be issued to it pursuant to this Agreement for investment in purposes and solely for its account without a view to the REIT Shares and/or OP Unitsdistribution thereof. (f) indefinitely and may not be transferred None of the Company nor any of its respective affiliates, representatives, officers, employees, agents or soldcontrolling persons have provided any investment advice or rendered any opinion to such Noteholder as to whether the transaction contemplated hereby is prudent or suitable.

Investment. Such Contributor acknowledges that the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). (b) Such Contributor The Purchaser is acquiring the REIT Shares and/or OP Units solely Shares, the Warrant and any shares acquired upon exercise of the Warrant (collectively, the "Securities") for its own account for the purpose of investment and investment, not as a nominee or agent for resale to any other Person person and not with a view to, to or for offer or sale in connection withwith any resale or distribution. The Purchaser understands that, any distribution of any thereof except as provided in violation the Registration Rights Agreement, the Securities have not been registered under the securities laws of the United States or any other jurisdiction and cannot be transferred or resold except as permitted pursuant to a valid registration statement or an applicable exemption from registration. The Purchaser acknowledges that the Company has not made any representations with respect to registration of the Securities under applicable securities Laws. (c) Such Contributor is knowledgeablelaws, sophisticated that there can be no assurance that there will be any market for the Common Stock in the foreseeable future and experienced in business and financial matters; such Contributor has previously invested in securities similar to that, as a result, the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able Purchaser must be prepared to bear the economic risk of holding the REIT Shares and/or OP Units its investment for an indefinite period and is able to afford of time. The Purchaser understands that the complete loss of its investment certificate representing the Securities shall bear a legend substantially in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units following form: "The securities represented by this certificate have not been registered under the Securities Act andof 1933, thereforeas amended, and may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the issuer is obtained to the effect that such registration is not required." The foregoing legend shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by state securities laws, (i) the sale of such Security is registered under the Securities Act of 1933, as amended (the "Securities Act"), or an exemption from registration is available, must be held (and ii) the Contributor must continue Securities become eligible for resale pursuant to bear the economic risk Rule 144(k) of the investment in the REIT Shares and/or OP Units) indefinitely and may not be transferred or soldSecurities Act.

Investment. Such Contributor acknowledges Without limiting the effect of Article VIII hereof: (a) The Company understands that Purchaser proposes to issue and deliver to the offering and issuance of Company the REIT ▇▇▇▇▇▇ Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from without registration under the Securities Act and of 1933, as amended (the "Securities Act") or under any other Applicable Law; that for such purpose Purchaser will rely upon the REIT’s and Operating Partnership’s reliance on such exemptions is predicated in part on the accuracy and completeness of the Company's representations and warranties of such Contributor contained herein herein; and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated that registration under the Securities Act)Act may be required if such representations and warranties are not correct. (b) Such Contributor The Company has received such information relating to the business and affairs of Purchaser which could reasonably be deemed necessary or appropriate by the Company, and all additional information which is acquiring necessary to verify the REIT Shares and/or OP Units solely for its own account for the purpose of investment and not as a nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution of any thereof in violation accuracy of the securities Lawsinformation so received. The Company has had the opportunity to ask questions of and receive answers from Purchaser concerning the business and affairs of Purchaser and concerning terms and conditions of the Transactions. On the basis of the foregoing, the Company is familiar with the operations, business plans and financial condition of Purchaser. (c) Such Contributor is knowledgeableThe Company understands that, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar under the existing rules of the SEC, the Company may be unable to sell the ▇▇▇▇▇▇ Shares issued to the REIT Company pursuant to this Agreement, except to the extent that such shares may be sold (i) pursuant to an effective registration statement covering such sale pursuant to the Securities Act and applicable state securities laws or an applicable exemption therefrom or (ii) in a bona fide private placement to a purchaser who shall be subject to the same restrictions on any resale or (iii) subject to the restrictions contained in Rule 144 under the Securities Act ("Rule 144") or (iv) outside the United States in compliance with the requirements of Rule 904 of Regulation S under the Securities Act ("Rule 904"). (d) The Company is not relying on Purchaser respecting the financial, tax and other economic considerations of an investment in the ▇▇▇▇▇▇ Shares and/or OP Units issued to the Company pursuant to this Agreement, and fully understands the Company has relied on the advice of, or has consulted with, its own advisors. (e) The Company is familiar with the provisions of Rule 144 and Rule 904 and the limitations on transfer imposed by upon the federal availability and applicability of such rules. (f) The Company is an "accredited investor" within the meaning of Regulation D under the Securities Act and is a sophisticated investor familiar with the type of risks inherent in the acquisition of restricted securities Laws. Such Contributor such as the ▇▇▇▇▇▇ Shares issued to the Company pursuant to this Agreement, and its financial position is able such that it can afford to bear the economic risk of holding the REIT Shares and/or OP Units retain such shares for an indefinite period of time without realizing any direct or indirect cash return on its investment. (g) The Company has such knowledge and is able experience in financial, tax and business matters so as to afford enable it to utilize the complete loss of its investment information made available to it in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and connection with the issuance of the REIT ▇▇▇▇▇▇ Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given issued to the opportunity Company pursuant to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable this Agreement to evaluate the merits and risks related to its of an investment in such shares and to make an informed investment decision with respect thereto. (h) The Company is acquiring the REIT ▇▇▇▇▇▇ Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related issued to the purchase Company pursuant to this Agreement as an investment for its account, and without any present view towards the resale or other distribution thereof. (i) The Company has been independently advised as to or is aware of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including restrictions with respect to taxes)trading in the ▇▇▇▇▇▇ Shares imposed by applicable securities legislation in the jurisdiction in which it resides and confirms that no representation has been made respecting such restrictions with respect to trading in the ▇▇▇▇▇▇ Shares. (j) The Company acknowledges that the ▇▇▇▇▇▇ Shares are not qualified for distribution to the public in Canada. The Company certifies that (a) the Company is not a Canadian resident nor acting for the account or benefit of a Canadian resident; (b) the ▇▇▇▇▇▇ Shares were not offered to the Company in Canada, and the advice Company was, at the time of such Contributor’s advisors (including tax advisors)agreeing to sell the Path 1 Shares, and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, is outside Canada; and consummating the transactions contemplated hereby. (dc) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months period ending 40 days after the date of issuanceissuance of the ▇▇▇▇▇▇ Shares to the Company, and (ii) the REIT Company will not resell the ▇▇▇▇▇▇ Shares and/or OP Units have not been registered under the Securities Act to any Canadian resident or in Canada and, thereforethereafter, unless registered under any resale by the Securities Act Company to a Canadian resident or an exemption from registration is available, must in Canada will be held (and the Contributor must continue to bear the economic risk made in accordance with applicable securities laws of the investment in the REIT Shares and/or OP Units) indefinitely provinces and may not be transferred or soldterritories of Canada.

Investment. Such Contributor acknowledges Without limiting the effect of Article VIII hereof: (a) Purchaser understands that the offering Company proposes to issue and issuance of the REIT deliver to Purchaser Path 1 Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from without registration under the Securities Act; that for such purpose the Company will rely upon Purchaser's representations and warranties contained herein; and that registration under the Securities Act and that the REIT’s and Operating Partnership’s reliance on may be required if such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of such Contributor contained herein and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act)are not correct. (b) Such Contributor is acquiring Purchaser has received such information relating to the REIT Shares and/or OP Units solely for its own account for the purpose of investment business and not as a nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution of any thereof in violation affairs of the securities LawsCompany which Purchaser has requested, and all additional information which Purchaser has considered necessary to verify the accuracy of the information so received. Purchaser has had the opportunity to ask questions of and receive answers from the Company concerning the business and affairs of the Company and concerning terms and conditions of the Transactions. On the basis of the foregoing, Purchaser is familiar with the operations, business plans and financial condition of the Company. (c) Such Contributor is knowledgeablePurchaser understands that, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar under the existing rules of the SEC, Purchaser may be unable to sell the Path 1 Shares issued to Purchaser pursuant to this Agreement, except to the REIT extent that such shares may be sold (i) pursuant to an effective registration statement covering such sale pursuant to the Securities Act and applicable state securities laws or an applicable exemption therefrom, (ii) in a bona fide private placement to a purchaser who shall be subject to the same restrictions on any resale or (iii) subject to the restrictions contained in Rule 144. (d) Purchaser is not relying on the Company respecting the financial, tax and other economic considerations of an investment in the Path 1 Shares and/or OP Units issued to Purchaser pursuant to this Agreement, and fully understands Purchaser has relied on the advice of, or has consulted with, its own advisors. (e) Purchaser is familiar with the provisions of Rule 144 and the limitations on transfer imposed by upon the federal availability and applicability of such rules. (f) Purchaser is an "accredited investor" within the meaning of Regulation D under the Securities Act and is a sophisticated investor familiar with the type of risks inherent in the acquisition of restricted securities Laws. Such Contributor such as the Path 1 Shares issued to Purchaser pursuant to this Agreement, and its financial position is able such that it can afford to bear the economic risk of holding the REIT Shares and/or OP Units retain such shares for an indefinite period of time without realizing any direct or indirect cash return on its investment. (g) Purchaser has such knowledge and is able experience in financial, tax and business matters so as to afford enable it to utilize the complete loss of its investment information made available to it in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and connection with the issuance of the REIT Path 1 Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity issued to obtain any additional information or documents and Purchaser pursuant to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable this Agreement to evaluate the merits and risks related to its of an investment in such shares and to make an informed investment decision with respect thereto. (h) Purchaser is acquiring the REIT Path 1 Shares and/or OP Units; issued to Purchaser pursuant to this Agreement as an investment for its account, and such Contributor understands and without any present view towards the resale or other distribution thereof. (i) Purchaser has taken cognizance of all risk factors related been independently advised as to the purchase or is aware of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including restrictions with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units have not been registered under the Securities Act and, therefore, unless registered under the Securities Act or an exemption from registration is available, must be held (and the Contributor must continue to bear the economic risk of the investment trading in the REIT Path 1 Shares and/or OP Units) indefinitely imposed by applicable securities legislation in the jurisdiction in which it resides and may not be transferred or soldconfirms that no representation has been made respecting such restrictions with respect to trading in the Path 1 Shares.

Investment. Such Contributor acknowledges that The Purchased Units are being acquired for such Purchaser’s own account, or the offering accounts of clients for whom such Purchaser exercises discretionary investment authority (all of whom such Purchaser represents and issuance warrants are “accredited investors” within the meaning of Rule 501 of Regulation D promulgated by the Commission pursuant to the Securities Act), not as a nominee or agent, and with no present intention of distributing the Purchased Units or any part thereof, and such Purchaser has no present intention of selling or granting any participation in or otherwise distributing the same in any transaction in violation of the REIT Shares and/or OP securities Laws of the United States of America or any state, without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of the Purchased Units under a registration statement under the Securities Act and applicable state securities Laws or under an exemption from such registration available thereunder (including, if available, Rule 144 promulgated thereunder). If such Purchaser should in the future decide to be acquired by dispose of any of the Purchased Units, such Contributor Purchaser understands and agrees (a) that it may do so only (i) in compliance with the Securities Act and applicable state securities Law, as then in effect, or pursuant to this Agreement an exemption therefrom or (ii) in the manner contemplated by any registration statement pursuant to which such securities are intended being offered, and (b) that stop-transfer instructions to that effect will be in effect with respect to such securities. Notwithstanding the foregoing, each Purchaser may at any time enter into one or more total return swaps with respect to such Purchaser’s Purchased Units with a third party provided that such transactions are exempt from registration under the Securities Act and Act; provided, however, the above shall not apply, in the case of a Purchaser that is a large multi-unit investment or commercial banking organization, to activities in the REIT’s and Operating Partnership’s reliance normal course of trading units of such Purchaser other than the unit participating in this transaction (the “Participating Unit”) so long as such other units are not acting on such exemptions is predicated in part on the accuracy and completeness behalf of the representations Participating Unit and warranties of such Contributor contained herein and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). (b) Such Contributor is acquiring the REIT Shares and/or OP Units solely for its own account for the purpose of investment and not as a nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution of any thereof in violation of the securities Laws. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units have not been registered under provided with confidential information regarding Atlas Pipeline Partners by the Securities Act and, therefore, unless registered under the Securities Act or an exemption from registration is available, must be held (and the Contributor must continue to bear the economic risk of the investment in the REIT Shares and/or OP Units) indefinitely and may not be transferred or soldParticipating Unit.

Investment. Such Contributor acknowledges that (i) In the offering and issuance case of a Purchaser purchasing the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under Notes as a principal, the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). (b) Such Contributor Purchaser is acquiring the REIT Shares and/or OP Units solely Notes and the shares of Common Stock of the Company issuable upon conversion of the Notes for investment for its own account for the purpose of investment and account, not as a nominee or agent for any other Person agent, and not with a view to, or for offer or sale for, resale in connection with, with any distribution of any thereof in violation of the securities Laws. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes)thereof, and the advice Purchaser has no present intention to sell, grant any participation in, or otherwise distribute the Notes and the shares of such Contributor’s advisors (including tax advisors), and not upon that Common Stock of the Operating Partnership or any Company issuable upon conversion of the Operating Partnership’s Affiliates, for purposes Notes. The Purchaser understands that the Notes and the shares of evaluating, entering into, and consummating Common Stock of the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) Company issuable upon conversion of the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units Notes have not been registered under the Securities Act andand will be issued pursuant to an exemption from the registration requirements thereof, thereforewhich exemption depends upon, unless registered among other things, the bona fide nature of the investment intent and the accuracy of such Purchaser's representations as expressed herein. (ii) In the case of a purchase of Notes and shares of Common Stock issuable upon exercise of the Notes made in reliance upon Regulation S promulgated under the Securities Act or an exemption from registration ("REGULATION S") where the Purchaser is availableacting as agent for a disclosed principal, must be held (each beneficial purchaser of the Notes and shares of Common Stock issuable upon exercise of the Notes for whom the Purchaser is acting is purchasing as principal for its own account and not for the benefit of any other person and the Contributor must continue Purchaser is an agent with due and proper authority to bear execute this Agreement and all other documentation in connection with the economic risk purchase of the investment Notes and shares of Common Stock issuable upon exercise of the Notes on behalf of the beneficial purchaser, and this Agreement has been duly authorized, executed and delivered by or on behalf of, and constitutes the legal, valid and binding agreement of, the disclosed principal. (iii) In the case of a purchase of Notes and shares of Common Stock issuable upon exercise of the Notes made in reliance upon Regulation S where the REIT Shares and/or OP Units) indefinitely Purchaser is acting as trustee or as agent for a principal which is undisclosed or identified by account number only, this Agreement has been duly authorized, executed and may not be transferred or solddelivered by, and constitutes a legal, valid and binding agreement of, the undersigned acting in such capacity.

Investment. Such Contributor acknowledges Purchaser understands that the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). (b) Such Contributor is acquiring the REIT Shares and/or OP Units solely for its own account for the purpose of investment and not as a nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution of any thereof in violation of the securities Laws. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirableSecurities, and has been given the opportunity to obtain any additional information shares of Common Stock issuable upon conversion or documents and to ask questions and receive answers about such information and documentsexercise, the REITas applicable, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units have not been registered under the Securities Act andAct, thereforeand may not be sold, assigned, pledged, transferred or otherwise disposed of unless the Securities, and shares of Common Stock issuable upon conversion or exercise, as applicable, are or have been registered under the Securities Act or an exemption from registration is available, must be held (and . The Securities are being acquired solely for the Contributor must continue to bear the economic risk account of the Purchaser for personal investment and not with a view to, or for resale in connection with, any distribution in any jurisdiction where such sale or distribution would be precluded. By such representation, the Purchaser means that no other person has a beneficial interest in the REIT Shares and/or OP UnitsSecurities subscribed for hereunder, and that no other person has furnished or will furnish directly or indirectly, any part of or guarantee the payment of any part of the consideration to be paid to the Seller in connection therewith except as contemplated hereby. The Purchaser does not intend to dispose of all or any part of the Securities, except in compliance with the provisions of the Securities Act and applicable state securities laws, and understands that the Securities are being offered pursuant to a specific exemption under the provisions of the Securities Act, which exemption(s) indefinitely and depends, among other things, upon the compliance with the provisions of the Securities Act. The Purchaser may not be transferred sell, assign or soldtransfer any part of the Securities for consideration or otherwise, provided any such sale, assignment or transfer is made in compliance with the Securities Act.

Investment. Such Contributor acknowledges that the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). (b) Such Contributor Buyer is acquiring the REIT Shares and/or OP Units solely Company Interests for its own account as an investment without the present intent to sell, transfer or otherwise distribute (including as such term or words of similar import are used in Section 2(a)(11) of the Securities Act of 1933, as amended (the “1933 Act”)) the same to any other Person. Buyer has made, independently and without reliance on Seller, its own analysis of the Companies and the Pipeline System for the purpose of investment acquiring the Company Interests and not Buyer has had reasonable and sufficient access to documents, other information and materials as a nominee or agent for any other Person it considers appropriate to make its evaluations. Buyer (a) has the knowledge and not with a view to, or for offer or sale experience in connection with, any distribution of any thereof in violation financial and business matters that enable it to evaluate the merits and risks of the securities Laws. transactions described in this Agreement, (b) is not in a significantly disparate bargaining position in relation to Seller and (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able acquisition of the Company Interests pursuant to afford the terms of this Agreement, including a complete loss of its Buyer’s investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to Company Interests. Buyer understands that the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) the OP Units Company Interests are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after registered under the date of issuance, 1933 Act and (ii) the REIT Shares and/or OP Units have not been registered qualified under any state securities Laws on the grounds that the offering and sale of the Company Interests contemplated by this Agreement are exempt from registration thereunder and Seller’s reliance on such exemptions is predicated on Buyer’s representations set forth herein. Buyer understands that none of the Company Interests may be transferred, except as permitted under the Securities 1933 Act and, therefore, unless registered and applicable state securities Laws pursuant to registration or an applicable exemption thereunder. Buyer is an “accredited investor” as defined under Rule 501 promulgated under the Securities Act or an exemption from registration is available1933 Act. For purposes of state “blue sky” Laws, must be held (Buyer represents and warrants that the Contributor must continue to bear the economic risk principal executive officers of the investment Buyer are located in the REIT Shares and/or OP Units) indefinitely States of Colorado and may not Texas and that the decision by Buyer to acquire the Company Interests shall be transferred or solddeemed to occur solely in the States of Colorado and Texas.

Investment. Such Contributor acknowledges that the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor Seller hereby represents and warrants to the REIT and Buyer as follows with respect to the Operating Partnership unregistered shares of Common Stock to be delivered as follows:consideration (collectively the “Securities”): (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor Seller hereby represents and warrants to Buyer that it is was not formed for the purpose of this transaction and is an “accredited investor” (as such that term is defined in Rule 501(a) 501 of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). (b) Such Contributor Seller has experience in evaluating and investing in private placement transactions so that Seller is capable of evaluating the merits and risks of Seller’s investment in the Buyer. (c) Seller is acquiring the REIT Shares and/or OP Units solely Securities for its investment for Seller’s own account for the purpose of investment and account, not as a nominee or agent for any other Person agent, and not with a the view to, or for offer or sale resale in connection with, any distribution of any thereof in violation of thereof. Seller understands that the securities Laws. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirableSecurities have not been, and has been given will not be, registered under the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects Securities Act by reason of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated herebya specific exemption therefrom. (d) Such Contributor Seller acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units have not been registered under the Securities Act and, therefore, must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available, must be held . Seller is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. (and e) The certificate or certificates representing the Contributor must continue to Shares shall bear the economic risk of following legend (as well as any legend required by applicable state securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. Seller agrees that, in order to ensure compliance with the investment restrictions referred to herein, the Buyer may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Buyer transfers its own securities, it may make appropriate notations to the same effect in the REIT Shares and/or OP Units) indefinitely and may not be transferred or soldits own records.

Investment. Such Contributor acknowledges The Seller and the Stockholders (i) understand that the offering Buyer Shares and issuance the Earnout Shares (together, the “Securities”) have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering. The Securities are being acquired by the Stockholders for their accounts, for investment purposes and not with a view to the sale or distribution of all or any part of the REIT Shares and/or OP Units Securities, nor with any present intention to sell or in any way distribute the same, as those terms are used in the Securities Act. The Stockholders have sufficient knowledge and experience in financial matters so as to be acquired by capable of evaluating the merits and risks of purchasing the Securities. The Stockholders have reviewed copies of such Contributor pursuant documents and other information as the Stockholders have deemed necessary in order to this Agreement are intended make an informed investment decision with respect to its acquisition of the Securities. The Stockholders understand that the Securities may not be exempt sold, transferred or otherwise disposed of without registration under the Securities Act or the availability of an exemption therefrom, and that in the absence of an effective registration statement covering the Securities or an available exemption from registration under the Securities Act, the Securities must be held indefinitely. Further, the Stockholders understand and have the financial capability of assuming the economic risk of an investment in the Securities for an indefinite period of time. The Stockholders have been advised by the Buyer that the Stockholders will not be able to dispose of the Securities, or any interest therein, without first complying with the relevant provisions of the Securities Act and any applicable state securities laws. The Stockholders understand that the REIT’s and Operating Partnership’s reliance on such exemptions is predicated in part on the accuracy and completeness provisions of the representations and warranties of such Contributor contained herein and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D 144 promulgated under the Securities Act). (b) Such Contributor is acquiring , permitting the REIT Shares and/or OP Units solely for its own account for the purpose of investment and not as a nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution of any thereof in violation routine sales of the securities Laws. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar of certain issuers subject to the REIT Shares and/or OP Units terms and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirableconditions thereof, are not currently, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documentsmay not hereafter be, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including available with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon Securities. The Stockholders acknowledge that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units have not been registered Buyer is under no obligation to register the Securities Act and, therefore, unless registered or to furnish any information or take any other action to assist the undersigned in complying with the terms and conditions of any exemption which might be available under the Securities Act or an exemption from registration is available, must be held (and the Contributor must continue any state securities laws with respect to bear the economic risk sales of the investment Securities in the REIT Shares and/or OP Unitsfuture. Each of the Stockholders is an “Accredited Investor” as defined in rule 501 (a) indefinitely and may not be transferred or soldof Regulation D under the Securities Act.

Investment. Such Contributor acknowledges (a) Seller understands that the Buyer Shares will not be registered under the Securities Act, but will be issued pursuant to applicable exemptions from such registration requirements for transactions not involving a public offering and issuance and/or for transactions which constitute “offshore transactions” as defined in Regulation S under the Securities. Accordingly, the Securities will constitute “restricted securities” for purposes of the REIT Shares and/or OP Units Securities Act. Seller agrees that it will not transfer the Securities except upon compliance with the registration requirements of the Securities Act, in accordance with an available exemption therefrom or in accordance with the provisions of Regulation S under the Securities Act, that the certificates evidencing the Securities shall contain a legend to be acquired the foregoing effect, and that the Buyer will refuse to register any transfer of the Securities not made in accordance with the foregoing provisions. (b) Seller is acquiring the Consideration for its own account, for investment purposes only, and not for distribution in violation of any applicable laws. Seller has had access STG_331661.1 to such information regarding Buyer and Dourave as it considers necessary to make its decision to execute this Agreement and consummate the transactions contemplated hereby. Seller is able to bear the risk of the loss of Seller’s entire investment. (c) Seller is either: (i) an “accredited investor” as defined in Rule 501 of Regulation D as promulgated by such Contributor the Securities and Exchange Commission (“SEC”) under the Securities Act, or (ii) not a “U.S. Person” which is defined in Regulation S as promulgated by the SEC under the Securities Act to include, without limitation, subject to the exceptions set forth in Regulation S, (1) an individual resident in the United States, (2) a partnership or corporation organized or incorporated under the laws of the United States, (3) a trust or estate of which any trustee, executor or administrator is a U.S. Person, (4) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person, (5) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person, and (6) any partnership or corporation organized or incorporated under the laws of any non-U.S. jurisdiction that was formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors who are not individuals, estates or trusts. (d) If not a U.S. Person, Seller agrees that it is acquiring the Securities in an offshore transaction pursuant to this Agreement are intended to be exempt from registration Regulation S under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor hereby represents and warrants to the REIT and the Operating Partnership Buyer as follows: (ai) Unless otherwise indicated on such Contributor’s Election FormSeller was outside the United States when receiving and executing this Agreement; (ii) Seller has not acquired the Consideration as a result of, such Contributor is an and will not itself engage in, any “accredited investordirected selling efforts” (as such term is defined in Rule 501(aRegulation S) in the United States in respect of Regulation D promulgated under the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Securities; (iii) Seller understands and agrees not to engage in any hedging transactions involving the Securities unless such transactions are in compliance with the Securities Act).. The certificates evidencing such securities shall contain a legend to the foregoing effect; and (biv) Such Contributor is acquiring Seller hereby represents that it has satisfied itself as to the REIT Shares and/or OP Units solely for full observance of the laws of its own account jurisdiction in connection with any invitation to subscribe for the purpose Consideration or any use of investment and not as a nominee or agent this Agreement, including: (a) the legal requirements within its jurisdiction for any other Person and not with a view to, or for offer or sale in connection with, any distribution of any thereof in violation of the securities Laws. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis Consideration; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges the income tax and other tax consequences, if any, that (i) may be relevant to the OP Units are not redeemable purchase, holding, redemption, sale or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units have not been registered under the Securities Act and, therefore, unless registered under the Securities Act or an exemption from registration is available, must be held (and the Contributor must continue to bear the economic risk transfer of the investment in Buyer Shares. Seller’s consideration for, STG_331661.1 and its continued beneficial ownership of the REIT Shares and/or OP Units) indefinitely and may Consideration, will not be transferred violate any applicable securities or soldother laws of Seller’s jurisdiction.

Investment. Such Contributor acknowledges that the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). (b) Such Contributor Seller is acquiring the REIT Shares and/or OP Units solely shares of capital stock pursuant to the Merger for investment for its own account for the purpose of investment and not as a nominee or agent for any other Person only and not with a view to, or for offer or sale resale in connection with, any distribution “distribution” thereof within the meaning of the Securities Act and, except for the transactions contemplated by the Investor and Registration Rights Agreement, it does not have any present intention to transfer such shares to any other person or entity and it shall not assign, encumber or dispose of any thereof interest in violation of the such shares except in compliance with applicable securities Lawslaws. (cb) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar Seller understands that the shares of capital stock issued pursuant to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units Merger have not been registered under the Securities Act andby reason of a specific exemption therefrom, thereforewhich exemption depends upon, among other things, the bona fide nature of Seller’s investment intent as expressed herein. (c) Seller understands that the shares of capital stock issued pursuant to the Merger are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, it must hold such shares indefinitely unless the sale, transfer or other disposition of such shares is registered under with the Securities Act SEC or qualified for an exemption from such registration is available, must be held requirements. (and d) Seller understands that any book entry positions or certificates representing the Contributor must continue shares of capital stock issued pursuant to the Merger shall bear the economic risk of the investment in the REIT Shares and/or OP Units) indefinitely and may not be transferred or soldfollowing legends. THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOTSUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THESE SHARES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNTOR OTHER LOAN SECURED BY SUCH SECURITIES.

Investment. Such Contributor acknowledges that the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). (b) Such Contributor He is acquiring the REIT Shares and/or OP Units solely for its investment for his own account for the purpose of investment and account, not as a nominee or agent for any other Person agent, and not with a the view to, or for offer or sale resale in connection with, any distribution thereof. He has not offered or sold any portion of the Shares to be acquired by him and has no present intention of reselling or otherwise disposing of any thereof in violation of the securities Laws. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice portion of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership Shares either currently or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date passage of issuance, and (ii) a fixed or determinable period of time or upon the REIT occurrence or nonoccurrence of any predetermined event or circumstance. He understands that the Shares and/or OP Units have not been registered under the Securities Act andor qualified under applicable blue sky or other state securities laws by reason of specific exemptions from the registration provisions of the Securities Act and the qualification provisions of applicable blue sky and other state securities laws, thereforethe availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of his representations as expressed herein. He understands that no Federal or state agency has passed upon the Shares or made any finding or determination as to the fairness of the investment or any recommendation or endorsement of the Shares. He acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available, must be held (and the Contributor must continue to bear the economic risk . He is aware of the investment provisions of Rule 144 promulgated under the Securities Act, which permit limited resale of securities purchased in a private placement subject to the REIT satisfaction of certain conditions. In acquiring the Shares, he is acting on his own behalf and is not acting together with any other person or entity for the purpose of acquiring, holding, voting or disposing of the Shares and/or OP Unitswithin the meaning of Section 13(d) indefinitely and may of the Securities Exchange Act of 1934, as amended. Unless he has otherwise notified Syntroleum in writing, he is not be transferred a broker or solddealer of securities, nor is he the beneficial owner of 5% or more of the outstanding shares of Syntroleum’s common stock. He has not prior to the date hereof directly or indirectly, through related parties, affiliates or otherwise (a) sold “short” or “short against the box” (as those terms are generally understood) any equity security of Syntroleum; or (b) otherwise engaged in any transaction which involves hedging of its position in, or reducing of its economic exposure to, the securities of Syntroleum.

Investment. Each Shareholder acknowledges and agrees that: (i) Neither SignalSoft nor the Acquiror is a reporting issuer in any jurisdiction in North America, and the NS Shares and SignalSoft Shares (collectively, the "Securities") issued to such Shareholder, other than pursuant to a prospectus, may be subject to indefinite resale restrictions imposed under the laws of the jurisdiction in which such Shareholder is resident. (ii) Such Contributor Shareholder has been advised to consult his or her own legal advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and he or she is solely responsible for compliance with applicable resale restrictions. (iii) To the knowledge of such Shareholder, the sale of the Securities was not accompanied by any advertisement in printed media of general and regular paid circulation, radio or television. (iv) Such Shareholder has not received nor been provided with, nor has he or she requested, nor does he or she have any need to receive, any offering memorandum or any other document describing the business and affairs of SignalSoft or the Acquiror. (v) No prospectus has been filed or will be filed by SignalSoft or the Acquiror with respect to the offering of the Securities under any applicable securities legislation, and accordingly: (A) such Shareholder is restricted from using certain civil remedies available under such legislation; (B) such Shareholder may not receive information that might otherwise be required to be provided to it under such legislation; and (C) SignalSoft and the Acquiror are relieved from certain obligations that would otherwise apply under such legislation. (vi) No Person has made to such Shareholder any written or oral representations: (A) that any Person will resell or repurchase the Securities; (B) that any Person will refund the purchase price for the Securities; (C) as to the future price or valued of the Securities; or (D) that the NS Shares or the SignalSoft Shares will be listed and posted for trading or any stock exchange or that application has been made to list the common shares of SignalSoft or the Acquiror on any stock exchange. (vii) Except for the Shareholders listed on Exhibit 3.2(a)(vii): (A) such Shareholder is not a U.S. Person; and (B) such Shareholder is not acquiring the Securities for the account of a U.S. Person; (viii) Such Shareholder will not sell any SignalSoft Shares except in accordance with the provisions of Regulation S promulgated under the Securities Act, pursuant to registration under the Securities Act or an available exemption therefrom and will not engage in any hedging transactions with regard to such Securities unless in compliance with the Securities Act. (ix) Such Shareholder will comply with the applicable securities legislation concerning the purchase and holding of the Securities and any resale of the Securities. (A) Such Shareholder is acquiring (and upon the acquisition of SignalSoft Shares, will acquire) the Securities for such Shareholder's own account and not on behalf of any other Person; such Shareholder is aware and acknowledges that the offering Securities have not been registered under the Securities Act, or applicable state securities laws, and issuance may not be offered, sold, assigned, exchanged, transferred, pledged or otherwise disposed of in the United States unless so registered under the Securities Act and applicable state securities laws or an exemption from the registration requirements thereof is available; (B) such Shareholder has been furnished all information that such Shareholder deems necessary to enable such Shareholder to evaluate the merits and risks of an investment in SignalSoft or the Acquiror; such Shareholder has had a reasonable opportunity to ask questions of and receive answers from SignalSoft and the Acquiror concerning SignalSoft, the Acquiror, the Securities and any and all matters relating to the transactions described herein, and all such questions, if any, have been answered to the full satisfaction of such Shareholder; (C) no Person other than such Shareholder has (1) any rights in and to the Securities, which rights were obtained through or from such Shareholder; or (2) any rights to acquire the Securities, which rights were obtained through or from such Shareholder; (D) such Shareholder is aware that the acquisition of the REIT Shares and/or OP Units Securities is an investment involving a risk of loss and that there is no guarantee that such Shareholder will realize any gain from this investment, and that such Shareholder could lose the total amount of its investment; (E) such Shareholder understands that no United States federal or state agency nor Canadian provincial securities commission has made any finding or determination regarding the fairness of the offering of the Securities for investment, or any recommendation or endorsement of the offering of the Securities; (F) such Shareholder is acquiring (or, upon the acquisition of SignalSoft Shares, will acquire) the Securities for investment, with no present intention of dividing or allowing others to be acquired by participate in such Contributor pursuant to this Agreement are intended to be exempt from investment or of reselling, or otherwise participating, directly or indirectly, in a distribution of the Securities, and shall not make any sale, transfer or pledge thereof without registration under the Securities Act and any applicable securities laws of any state or province of Canada, unless an exemption from registration is available, as established to the reasonable satisfaction of SignalSoft, by opinion of counsel or otherwise; (G) except as set forth herein, no representations or warranties have been made to such Shareholder by SignalSoft, the Acquiror or any agent, employee or Affiliate of either of them, and in entering into this transaction such Shareholder is not relying upon any information, other than from the results of independent investigation by such Shareholder; and (H) such Shareholder understands that the REIT’s and Operating Partnership’s Securities are being offered to such Shareholder in reliance on specific exemptions from the registration requirements of United States federal and state, and Canadian provincial, securities laws and that SignalSoft and the Acquiror are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Shareholder set forth herein in order to determine the applicability of such exemptions is predicated in part on and the accuracy and completeness of the representations and warranties suitability of such Contributor contained herein and in such Contributor’s Election Form. In furtherance thereofShareholder to acquire the Securities; (xi) as to each Shareholder listed on Exhibit 3.2(a)(xi), such Contributor represents and warrants to the REIT and the Operating Partnership as follows: Shareholder (aA) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “"accredited investor” (" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). , (bB) Such Contributor is acquiring the REIT Shares and/or OP Units solely for its own account for the purpose of investment has such knowledge and not as a nominee or agent for any other Person expertise in financial and not with a view to, or for offer or sale business matters (including knowledge and expertise in connection with, any distribution of any thereof in violation of the securities Laws. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects proposed business of the REIT SignalSoft and the Operating Partnership and the issuance Acquiror) that such Shareholder is capable of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate evaluating the merits and risks related to its involved in an investment in the REIT Shares and/or OP UnitsSecurities; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor Shareholder is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units have not been registered under the Securities Act and, therefore, unless registered under the Securities Act or an exemption from registration is available, must be held (and the Contributor must continue financially able to bear the economic risk of the investment in the REIT Securities, including a total loss of such investment, and (C) such Shareholder represents that it has adequate means of providing for its current needs and has no need for liquidity in its investment in the Securities; such Shareholder has no reason to anticipate any material change in its financial condition for the foreseeable future. Each Shareholder, upon the conversion of NS Shares and/or OP Unitsinto SignalSoft Shares, will deliver to SignalSoft a certificate executed by such Shareholder (and, if such Shareholder is not an "accredited investor," such Shareholder's Purchaser Representative) indefinitely containing the representations, warranties and may covenants contained in (A) Section 3.2(a)(x) and (B) as to any Shareholder listed on Exhibit 3.2(a)(vii), the representations and warranties contained in Section 3.2(a)(xi), or (B) as to any Shareholder not be transferred listed on Exhibit 3.2(a)(vii), the representations and warranties contained in Section 3.2(a)(vii) hereof, effective as of the date of such conversion. All certificates representing the NS Shares shall bear a legend indicating that the NS Shares are subject to transfer restrictions set forth in the Acquiror's articles of association and the Stockholders' Agreement. All certificates representing SignalSoft Shares shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") NOR UNDER ANY STATE SECURITIES LAWS AND CAN NOT BE TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED IN THE UNITED STATES OR FOR THE ACCOUNT OF A U.S. PERSON UNLESS (I) A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, (II) THE COMPANY (A) RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, WHICH OPINION IS SATISFACTORY TO THE COMPANY AND ITS COUNSEL, OR (B) IS OTHERWISE SATISFIED, THAT SUCH SECURITIES MAY BE TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS, OR (III) SUCH TRANSFER, SALE, ASSIGNMENT OR HYPOTHECATION IS IN COMPLIANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT. AS USED HEREIN, "UNITED STATES" AND "U.S. PERSON" HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE ACT. All certificates representing NS Shares or soldSignalSoft Shares also shall bear any legend provided for under the securities laws of any applicable jurisdiction.

Investment. Such Contributor acknowledges The Purchased Units are being acquired for such Purchaser’s own account, or the accounts of clients for whom such Purchaser exercises discretionary investment authority (all of whom such Purchaser hereby represents and warrants are “accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated by the Commission pursuant to the Securities Act), not as a nominee or agent, and with no present intention of distributing the Purchased Units or any part thereof, and that such Purchaser has no present intention of selling or granting any participation in or otherwise distributing the offering and issuance same in any transaction, in violation of the REIT Shares and/or OP securities Laws of the United States of America or any state, without prejudice, however, to such Purchaser’s right at all times (subject to such Purchaser’s agreement contained in Section 5.02) to sell or otherwise dispose of all or any part of the Purchased Units under a registration statement under the Securities Act and applicable state securities Laws or under an exemption from such registration available thereunder (including, without limitation, if available, Rule 144 promulgated thereunder). If such Purchaser should in the future decide to dispose of any of the Purchased Units, such Purchaser understands and agrees (a) that it may do so only (i) in compliance with the Securities Act and applicable state securities law, as then in effect, or pursuant to an exemption therefrom (including Rule 144 under the Securities Act) or (ii) in the manner contemplated by any registration statement pursuant to which such securities are being offered, and (b) that stop-transfer instructions to that effect will be in effect with respect to such securities and the legend set forth in Section 4.09 will be placed on certificates evidencing the Purchased Units. Notwithstanding the foregoing, any Purchaser may at any time enter into one or more total return swaps with respect to such Purchaser’s Purchased Units with a third party or transfer Purchased Units to be acquired by an Affiliate of such Contributor pursuant to this Agreement are intended to be Purchaser provided that any such transaction is exempt from registration under the Securities Act and otherwise complies with applicable Law. The Commission has taken the position that coverage of short sales of securities “against the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants box” prior to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor effective date of a registration statement is an “accredited investor” (as such term is defined in Rule 501(a) a violation of Regulation D promulgated under Section 5 of the Securities Act). (b) Such Contributor is acquiring the REIT Shares and/or OP Units solely for its own account for the purpose of investment and not as a nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution of any thereof in violation of the securities Laws. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear Purchaser confirms and agrees that it has taken no action, and will take no action, that will cause the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the Partnership’s issuance of the REIT Shares and/or OP Purchased Units as such Contributor deems necessary or desirable, and has been given the opportunity not to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, qualify for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units have not been registered an exemption from registration under the Securities Act and, therefore, unless registered under the Securities Act or an exemption from registration is available, must be held (and the Contributor must continue to bear the economic risk of the investment in the REIT Shares and/or OP Units) indefinitely and may as not be transferred or soldinvolving a public offering thereunder.

Investment. Such Contributor acknowledges that (a) Seller is acquiring the offering and issuance of the REIT Shares and/or OP Units Restricted Stock to be acquired received by such Contributor it pursuant to this Agreement are intended for investment for its own account and not with a view to participating directly or indirectly in any resale, distribution or underwriting thereof in violation of the Securities Act, or applicable state securities laws, and Seller will not offer or sell the Restricted Stock received pursuant to this Agreement in violation of the Securities Act or applicable state securities laws. Seller understands that the Restricted Stock received pursuant to this Agreement will be exempt from registration registered following the lapse of restrictions stated in the Restricted Stock Agreement, pursuant to the terms of this Agreement and the Restricted Stock Agreement. However, the Restricted Stock has not been registered under the Securities Act and that the REIT’s and Operating Partnership’s reliance on such exemptions is predicated in part on the accuracy and completeness or under applicable state securities laws as of the representations date of this Agreement and warranties may not be sold, transferred, assigned, pledged or otherwise transferred or disposed of unless there is an effective registration statement under the Securities Act covering such Contributor contained herein and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT securities and the Operating Partnership securities have been qualified or registered under applicable state securities laws or an exemption from the registration requirements of the Securities Act and such laws is available. Seller also understands that until such time as follows:the Restricted Stock is registered under the Securities Act or under applicable state securities laws or an exemption from the registration requirements of the Securities Act and such laws is available, certificates representing such Restricted Stock shall bear an appropriate legend regarding the restrictions on transfer and Buyer shall order any transfer agent it may appoint to stop the transfer thereof absent compliance with such restrictions. (ab) Unless otherwise indicated on such Contributor’s Election Form, such Contributor Seller is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). . Seller (bi) Such Contributor is acquiring acknowledges that Buyer has made available to Seller a copy of the REIT Shares and/or OP Units solely for Buyer SEC Filings, (ii) understands that it has not been furnished with any exhibits to the Buyer SEC Filings and that it may, upon its own account for the purpose of investment and not as written request, receive from Buyer a nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution copy of any thereof in violation of the securities Laws. such exhibit and (ciii) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and acknowledges that it has been given the provided an opportunity to obtain any additional information or documents and to ask questions and receive answers about such information from Buyer concerning the terms and documents, the REIT, the Operating Partnership and the business and prospects conditions of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase offering of the REIT Shares and/or OP Units. Such Contributor Restricted Stock and to obtain any additional information which Buyer possesses or can acquire without unreasonable effort or expense that is relying upon its own independent analysis and assessment (including necessary to verify the accuracy of any information furnished with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated herebyoffering. (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units have not been registered under the Securities Act and, therefore, unless registered under the Securities Act or an exemption from registration is available, must be held (and the Contributor must continue to bear the economic risk of the investment in the REIT Shares and/or OP Units) indefinitely and may not be transferred or sold.

Investment. Such Contributor acknowledges that the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor Each of the Sellers is an “accredited investor” (as such term is defined in within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act). ; (b) Such Contributor is acquiring the REIT acquisition of CBD Shares and/or OP Units solely pursuant to this Agreement will be for its each respective Seller’s own account for the purpose of investment and not as a nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution of any thereof in violation of the securities Laws. account; (c) Such Contributor each Seller has such knowledge and experience in financial and business matters that he is knowledgeable, sophisticated capable of evaluating the merits and experienced risks of an investment in business the CBD Shares and financial matters; such Contributor has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk risks of holding the REIT Shares and/or OP Units for and an indefinite period and is able to afford the complete entire loss of its such Seller’s investment in the REIT Shares and/or OP UnitsCBD Shares; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor none of the Sellers is acquiring any CBD Shares with a view to any distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (e) each Seller acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT CBD Shares for a minimum of 12 months after to be issued hereunder constitute “restricted securities” under the date of issuance, Securities Act and (ii) the REIT Shares and/or OP Units have not been registered under the Securities Act andand that such CBD Shares may not be offered, thereforesold pledged or otherwise transferred unless in accordance with the Securities Act and any applicable securities laws of any State of the United States and only (i) to the Company, unless registered (ii) pursuant to a registration statement which has become effective under the Securities Act or (iii) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act and that prior to the registration or any transfer in accordance with (ii) or (iii) above, the Company reserves the right to require the delivery of such legal opinions, certifications or other evidence as may reasonably be required in order to determine that any proposed transfer is availablebeing made in compliance with the Securities Act and applicable state securities laws, must be held (and, if required by law, that the CBD Shares will bear a legend to the foregoing effect. Each of the Sellers consents, agrees and the Contributor must continue to acknowledges that each book entry representing such CBD Shares will bear the economic risk of following legend, or another legend to the investment in same effect and agrees to the REIT Shares and/or OP Unitsrestrictions set forth therein: THE VESTING, SALE OR TRANSFER OF THE SHARES REPRESENTED BY THIS BOOK-ENTRY ARE SUBJECT TO CERTAIN PROVISIONS, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND REPURCHASE RIGHTS, CONTAINED IN THAT CERTAIN EQUITY PURCHASE AGREEMENT DATED AS OF JULY 1, 2014. A COPY OF THIS AGREEMENT IS ON FILE IN THE PRINCIPAL OFFICE OF THE ISSUER AND WILL BE FURNISHED, UPON REQUEST AND WITHOUT CHARGE, TO ANY PERSON HAVING A VALID INTEREST THEREIN. THE SHARES REPRESENTED BY THIS BOOK ENTRY ARE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS (I) indefinitely and may not be transferred or soldSUCH TRANSACTION IS REGISTERED UNDER THE APPLICABLE SECURITIES LAWS, (II) SUCH TRANSACTION IS EXEMPT FROM REGISTRATION PURSUANT TO RULE 144, RULE 144A, OR REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (III) AN OPINION OF COUNSEL, WHICH OPINION IS REASONABLY SATISFACTORY TO THE COMPANY, HAS BEEN DELIVERED TO THE COMPANY AND SUCH OPINION STATES THAT THE SHARES MAY BE TRANSFERRED WITHOUT SUCH REGISTRATION.

Investment. Such Contributor acknowledges The Buyer is acquiring the Warrant, and any Warrant Shares that the offering and issuance it may acquire upon exercise of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under Warrant, for investment for its own account, the Securities Act and that accounts of its Affiliates or the REIT’s and Operating Partnership’s reliance on such exemptions is predicated in part on accounts of Persons for whom the accuracy and completeness Buyer exercises discretionary investment authority (all of whom the representations and warranties of such Contributor contained herein and in such Contributor’s Election Form. In furtherance thereof, such Contributor Buyer hereby represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an are “accredited investorinvestors” (as such term is defined in within the meaning of Rule 501(a) of Regulation D promulgated under by the U.S. Securities and Exchange Commission pursuant to the Securities Act). (b) Such Contributor is acquiring the REIT Shares and/or OP Units solely for its own account for the purpose of investment and , not as a nominee or agent for any other Person agent, and not with a view to, or for offer or sale resale in connection with, any distribution of any thereof in violation of the securities Laws. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to Warrant or the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities LawsWarrant Shares. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and The Buyer has been given advised and understands that the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and Warrant has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes)not been, and the advice Warrant Shares at the time of such Contributor’s advisors (including tax advisors)their issuance may not be, and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units have not been registered under the Securities Act and, therefore, unless registered under the Securities Act or any state securities laws, by reason of a specific exemption from the registration provisions of the Securities Act and applicable state securities laws, which depends upon, among other things, the bona fide nature of the investment intent as expressed herein. Accordingly, if the Buyer should in the future decide to dispose of the Warrant or any of the Warrant Shares, the Buyer understands and agrees that it may do so only in compliance with the Securities Act and any applicable state securities law, as then in effect, including a sale contemplated by any registration statement pursuant to which such securities are being offered, or pursuant to an exemption from registration is availablethe Securities Act. By executing this Agreement, must be held (and the Contributor must continue Buyer further represents that it does not have any contract, undertaking, agreement or arrangement with any Person to bear sell, transfer or grant direct participation to any third Person with respect to the economic risk Warrant or any of the investment in the REIT Shares and/or OP Units) indefinitely and may not be transferred or soldWarrant Shares.

Investment. Such Contributor acknowledges Purchaser represents and warrants to, and covenants and agrees with, Seller that the offering Purchased Units, and issuance the Option Units, if any, are being acquired for his, her or its own account, not as a nominee or agent, and with no intention of distributing the Purchased Units or the Option Units, if any, or any part thereof, and that Purchaser has no present intention of selling or granting any participation in or otherwise distributing the same in any transaction in violation of the REIT Shares and/or OP securities laws of the United States of America or any State, without prejudice, however, to Purchaser’s right at all times to sell or otherwise dispose of all or any part of the Purchased Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from or the Option Units, if any, under a registration statement under the Securities Act and that applicable state securities laws or under an exemption from such registration available thereunder (including, without limitation, if available, Rule 144 promulgated thereunder). If Purchaser should in the REIT’s and Operating Partnership’s reliance on such exemptions is predicated in part on the accuracy and completeness future decide to dispose of any of the representations Purchased Units or Option Units, if any, Purchaser understands and warranties of such Contributor contained herein and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: agrees (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” that it may do so only (as such term is defined i) in Rule 501(a) of Regulation D promulgated under compliance with the Securities Act). Act and applicable state securities law, as then in effect, or (ii) in the manner contemplated by any registration statement pursuant to which such securities are being offered, and (b) Such Contributor is acquiring the REIT Shares and/or OP Units solely for its own account for the purpose of investment and not as a nominee or agent for any other Person and not with a view to, or for offer or sale that stop-transfer instructions to that effect will be in connection with, any distribution of any thereof in violation of the securities Laws. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including effect with respect to taxes)such securities. Purchaser agrees to the imprinting, so long as appropriate, of a legend on each certificate representing the Purchased Units and the advice of such Contributor’s advisors (including tax advisors)Option Units, and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliatesif any, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units have which legend shall read as follows: “This Security has not been registered under the Securities Act andof 1933, thereforeas amended (the “Securities Act”), and may not be offered or sold, unless it has been registered under the Securities Act or unless an exemption from registration is availableavailable (and, must in such case, an opinion of counsel reasonably satisfactory to the Partnership shall have been delivered to the Partnership to the effect that such offer or sale is not required to be held (registered under the Securities Act). This Security is subject to certain restrictions on transfer set forth in the Amended and the Contributor must continue to bear the economic risk Restated Agreement of Limited Partnership of the investment in Partnership dated as of May 24, 2002, a copy of which may be obtained from the REIT Shares and/or OP Units) indefinitely and may not be transferred or soldPartnership at its principal offices.”

Investment. Such Contributor acknowledges that the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such ContributorSuch Seller is acquiring the TSC Stock for investment solely for Seller’s Election Formown account and not for distribution, such Contributor transfer or sale to others in connection with any distribution or public offering in violation of federal or state securities Laws. Such Seller is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). (b) Such Contributor is acquiring Seller has such knowledge, experience and skill in financial and business matters in general and with respect to investments of a nature similar to an investment in TSC so as to be capable of evaluating the REIT Shares and/or OP Units solely for its own account for the purpose of investment merits and not as a nominee or agent for any other Person risks of, and not making an informed business decision with a view regard to, or for offer or sale the investment in connection with, any distribution of any thereof in violation of the securities LawsTSC Stock contemplated by this Agreement. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor Seller has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has (i) received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor that Seller deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its make an informed investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including decision with respect to taxes), an investment in TSC and (ii) had the advice of unrestricted opportunity to make such Contributor’s advisors (including tax advisors), investigation as Seller desires pertaining to TSC and not upon that of the Operating Partnership or an investment therein and to verify any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated herebyinformation furnished to Seller. (d) Such Contributor acknowledges Seller understands that such Seller must bear the economic risk of an investment in TSC for an indefinite period of time because the TSC Stock (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units have has not been registered under the Securities Act andor applicable state or foreign securities Laws and (ii) may not be sold, thereforetransferred, unless pledged or otherwise disposed of except if it is registered in accordance with the provisions of the Securities Act and applicable state or foreign securities Laws or registration thereunder is not required. (e) Such Seller understands that TSC is not obligated to register the TSC Stock for resale under the Securities Act or an any applicable state or foreign securities Laws and that TSC is not obligated to supply Seller with information or assistance in complying with any exemption from registration is available, must be held (and under the Contributor must continue to bear the economic risk of the investment in the REIT Shares and/or OP Units) indefinitely and may not be transferred Securities Act or soldany applicable state or foreign securities Laws.

Investment. Such Contributor acknowledges No entity that constitutes the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). (b) Such Contributor is acquiring the REIT Shares and/or OP Units Purchaser has been formed solely for its own account for the purpose of making this investment. [CP and Blackacre are acquiring the Securities on behalf of certain funds and accounts managed by CP, Blackacre or their affiliates, and each of such funds or accounts]* is acquiring the Securities for investment and for its own account, not as a nominee or agent for any other Person agent, and not with a the view to, or for offer or sale resale in connection with, any distribution of any thereof part thereof. Neither CP, Blackacre nor any of such funds or accounts, has any present intention of selling, granting any participation in or otherwise distributing the Securities either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance in violation of the securities Laws. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to Securities Act. Each entity that constitutes the REIT Shares and/or OP Units and fully Purchaser understands that the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units Securities have not been registered under the Securities Act and, therefore, unless registered under or applicable state and other securities laws by reason of a specific exemption from the registration provisions of the Securities Act or an exemption from registration is availableand applicable state and other securities laws, must be held (and the Contributor must continue to bear availability of which depends upon, among other things, the economic risk bona fide nature of the investment intent and the accuracy of the Purchaser's representations as expressed herein. Each entity that constitutes the Purchaser acknowledges and is aware of the following: (i) the Note is non-negotiable and non-transferable, except as provided pursuant to Article VI hereto, and there will be substantial restrictions on the transferability of the Shares or any Conversion Shares; (ii) no representation, guarantee or warranty has been made to the Purchaser by the Company, its officers, directors, agents, or employees or any other person, expressly or by implication, as to the profitability of the Company or with respect to the Note or the Conversion Shares, except for those representations and warranties set forth in this Agreement and the REIT Shares and/or OP Unitsother Transaction Documents; and (iii) indefinitely and may not the Note will be transferred subordinated to the rights of any surety company providing any surety bond for the benefit of the Company or soldits subsidiaries.

Investment. Such Contributor acknowledges that The Buyer Shares being acquired by the offering Seller pursuant to Section 1.03(b)(ii) are for Seller’s own account, for investment purposes and issuance not with a view to the sale or distribution of all or any part of the REIT Shares and/or OP Units Buyer Shares, nor with any present intention to be acquired by such Contributor pursuant to this Agreement sell or in any way distribute the same, as those terms are intended to be exempt from registration under used in the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof1933, such Contributor represents and warrants to the REIT and the Operating Partnership rules and regulations promulgated thereunder (the “Act”). The Seller has sufficient Knowledge and experience in financial matters so as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor to be capable of evaluating the merits and risks of purchasing the Buyer Shares and is an “accredited investor” (as such that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). (b) Such Contributor is acquiring . The Seller has reviewed copies of such documents and other information as the REIT Shares and/or OP Units solely for Seller has deemed necessary in order to make an informed investment decision with respect to its own account for the purpose of investment and not as a nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution of any thereof in violation acquisition of the securities Laws. (c) Such Contributor is knowledgeableBuyer Shares. The Seller understands that the Buyer Shares may not be sold, sophisticated transferred or otherwise disposed of without registration under the Act or the availability of an exemption therefrom, and experienced that in business the absence of an effective registration statement covering the Buyer Shares or an available exemption from registration under the Act, the Buyer Shares must be held indefinitely. Further, the Seller understands and has the financial matters; such Contributor has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear capability of assuming the economic risk of holding an investment in the REIT Buyer Shares and/or OP Units for an indefinite period and is of time. The Seller has been advised by Buyer that the Seller will not be able to afford dispose of the complete loss Buyer Shares, or any interest therein, without first complying with the relevant provisions of its investment in the REIT Shares and/or OP Units; such Contributor has received Act and reviewed all information and documents about or pertaining any applicable state securities laws. The Seller understands that the provisions of Rule 144 promulgated under the Act, permitting the routine sales of the securities of certain issuers subject to the REIT terms and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirableconditions thereof, are not currently, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documentsmay not hereafter be, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including available with respect to taxes), the Buyer Shares. The Seller acknowledges that the Buyer is under no obligation to register the Buyer Shares or to furnish any information or take any other action to assist the Seller in complying with the terms and conditions of any exemption which might be available under the advice of such Contributor’s advisors (including tax advisors), and not upon that Act or any state securities laws with respect to sales of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Buyer Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units have not been registered under the Securities Act and, therefore, unless registered under the Securities Act or an exemption from registration is available, must be held (and the Contributor must continue to bear the economic risk of the investment in the REIT Shares and/or OP Units) indefinitely and may not be transferred or soldfuture.

Investment. Such Contributor acknowledges that the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). (b) Such Contributor Buyer is acquiring the REIT Shares and/or OP Units solely Company Interests for its own account as an investment without the present intent to sell, transfer or otherwise distribute (including as such term or words of similar import are used in Section 2(a)(11) of the Securities Act of 1933, as amended (the “1933 Act”)) the same to any other Person. Buyer has made, independently and without reliance on Seller, its own analysis of the Company for the purpose of investment acquiring the Company Interests and not Buyer has had reasonable and sufficient access to documents, other information and materials as a nominee or agent for any other Person it considers appropriate to make its evaluations. Buyer (a) has the knowledge and not with a view to, or for offer or sale experience in connection with, any distribution of any thereof in violation financial and business matters that enable it to evaluate the merits and risks of the securities Laws. transactions described in this Agreement, (b) is not in a significantly disparate bargaining position in relation to Seller and (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able acquisition of the Company Interests pursuant to afford the terms of this Agreement, including a complete loss of its Buyer’s investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to Company Interests. Buyer understands that the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) the OP Units Company Interests are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after registered under the date of issuance, 1933 Act and (ii) the REIT Shares and/or OP Units have not been registered qualified under any state securities Laws on the grounds that the offering and sale of the Company Interests contemplated by this Agreement are exempt from registration thereunder and Seller’s reliance on such exemptions is predicated on Buyer’s representations set forth herein. Buyer understands that none of the Company Interests may be transferred, except as permitted under the Securities 1933 Act and, therefore, unless registered and applicable state securities Laws pursuant to registration or an applicable exemption thereunder. Buyer is an “accredited investor” as defined under Rule 501 promulgated under the Securities Act or an exemption from registration is available1933 Act. For purposes of state “blue sky” Laws, must be held (Buyer represents and warrants that the Contributor must continue to bear the economic risk principal executive officers of the investment Buyer are located in the REIT Shares and/or OP Units) indefinitely State of Texas and may not that the decision by Buyer to acquire the Company Interests shall be transferred or solddeemed to occur solely in the State of Texas.

Investment. Such Contributor acknowledges that the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). (b) Such Contributor CMA is acquiring the REIT Common Shares and/or OP Units solely for investment for its own account for the purpose of investment and not as a nominee or agent for any other Person only and not with a view to, or for offer or sale resale in connection with, any distribution “distribution” thereof within the meaning of the Securities Act and it does not have any present intention to transfer the Common Shares to any other person or entity and it shall not assign, encumber or dispose of any thereof interest in violation the Common Shares acquired pursuant to the terms of the this Agreement except in compliance with applicable securities Lawslaws. (cb) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to CMA understands that the REIT Common Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units have not been registered under the Securities Act andby reason of a specific exemption therefrom, thereforewhich exemption depends upon, among other things, the bona fide nature of CMA’s investment intent as expressed herein. (c) CMA understands that the Common Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, it must hold the Common Shares indefinitely unless they are registered under with the Securities Act SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. CMA acknowledges that if an exemption from registration or qualification is available, must it may be held conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Common Shares, and other requirements which are outside of CMA’s control. (and d) CMA understands that any certificates representing the Contributor must continue to Common Shares shall bear the economic risk of the investment in the REIT Shares and/or OP Units) indefinitely and may not be transferred or soldfollowing legends (as well as any legends required by applicable United States securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Investment. Such Contributor (a) Seller is acquiring the Purchaser Common Stock to be issued pursuant to this Agreement for its own account and/or for the account of one or more of Seller Subsidiaries and not for distribution and acknowledges that it may bear the offering and issuance economic risk of the REIT Shares and/or OP Units investment in the Purchaser Common Stock for an indefinite period of time under applicable Securities Laws. Seller has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of acquiring the Purchaser Common Stock pursuant to the Agreement; and Seller has the financial ability to bear the economic risks of acquiring and holding the Purchaser Common Stock to be acquired by such Contributor Seller pursuant to this Agreement are intended for investment. Seller is not a corporation, partnership or other entity specifically formed for the purpose of consummating this transaction. Seller has had the opportunity to be exempt from registration under ask questions and receive answers to Seller's satisfaction concerning the Securities Act terms and that the REIT’s and Operating Partnership’s reliance on such exemptions is predicated in part on the accuracy and completeness conditions of the representations and warranties transfer of such Contributor contained herein and in such Contributor’s Election FormPurchaser Common Stock pursuant to this Agreement. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor Seller is an “"accredited investor” (" as such that term is defined in Rule 501(a) of Regulation D D, promulgated under pursuant to the Securities Act). Notwithstanding the foregoing, the parties acknowledge that the representations and warranties made by Seller in this Section 2.9 are made for the limited purpose of aiding Purchaser in complying with the requirements of the Securities Act in connection with the issuance of shares of Purchaser Common Stock to Seller or Seller Subsidiaries in connection with the consummation of the transactions contemplated hereby, and nothing in this Section 2.9(a) shall be deemed to limit Seller's rights under any other provision of this Reorganization Agreement, including without limitation with respect to any representation or warranty made herein by Purchaser. (b) Such Contributor is acquiring Seller understands that the REIT Shares and/or OP Units solely for its own account for the purpose of investment and not as a nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution of any thereof in violation of the securities Laws. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor Purchaser Common Stock has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units have not been registered under the Securities Act andand agrees that Seller may only dispose of the Purchaser Common Stock pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration thereunder and in any event subject to the provisions of this Agreement. Certificates evidencing the shares of Purchaser Common Stock issued to Seller pursuant to this Agreement may be endorsed with legends reasonably acceptable to Seller regarding the foregoing transfer restrictions; PROVIDED, thereforethat Purchaser shall provide Seller, unless upon request, with certificates not bearing such legends at such time as such transfer restrictions no longer apply or in connection with any sale of Purchaser Common Stock registered under the Securities Act as contemplated by the Registration Rights Agreement or an exemption from registration is available, must be held (and the Contributor must continue to bear the economic risk sold in compliance with Rule 144 of the investment Securities Act, in each case in compliance with the REIT Shares and/or OP Units) indefinitely and may not be transferred or soldterms of this Agreement.

Investment. Such Contributor acknowledges that the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated Such Seller understands that the Buyer Shares will not be registered under the Securities Act), but will be issued pursuant to applicable exemptions from such registration requirements for transactions not involving a public offering and/or for transactions which constitute “offshore transactions” as defined in Regulation S under the Securities Act. Accordingly, the Securities will constitute "restricted securities" for purposes of the Securities Act. Such Seller agrees that it will not transfer the Securities except upon compliance with the registration requirements of the Securities Act, in accordance with an available exemption therefrom or in accordance with the provisions of Regulation S under the Securities Act, that the certificates evidencing the Securities shall contain a legend to the foregoing effect, and that the Buyer will refuse to register any transfer of the Securities not made in accordance with the foregoing provisions. (b) Such Contributor Seller is acquiring the REIT Shares and/or OP Units solely Consideration for its own account account, for the purpose of investment purposes only, and not as a nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution of any thereof in violation of any applicable laws. Such STG_319977.13 Seller has had access to such information regarding Buyer and Dourave as it considers necessary to make its decision to execute this Agreement and consummate the securities Lawstransactions contemplated hereby. Such Seller is able to bear the risk of the loss of Seller’s entire investment. (c) Such Contributor Each such Seller is knowledgeableeither: (i) an “accredited investor” as defined in Rule 501 of Regulation D as promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Act, sophisticated or (ii) not a “U.S. Person” which is defined in Regulation S as promulgated by the SEC under the Securities Act to include, without limitation, subject to the exceptions set forth in Regulation S, (1) an individual resident in the United States, (2) a partnership or corporation organized or incorporated under the laws of the United States, (3) a trust or estate of which any trustee, executor or administrator is a U.S. Person, (4) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person, (5) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person, and experienced in business and financial matters; such Contributor has previously invested (6) any partnership or corporation organized or incorporated under the laws of any non-U.S. jurisdiction that was formed by a U.S. Person principally for the purpose of investing in securities similar to not registered under the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor Securities Act, unless it is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about organized or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirableincorporated, and has been given the opportunity to obtain any additional information owned, by accredited investors who are not individuals, estates or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated herebytrusts. (d) Such Contributor acknowledges If not a U.S. Person, such Seller agrees that (i) it is acquiring the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units have not been registered Securities in an offshore transaction pursuant to Regulation S under the Securities Act andand hereby represents to Buyer as follows: (i) Such Seller was outside the United States when receiving and executing this Agreement; (ii) Such Seller has not acquired the Consideration as a result of, thereforeand will not itself engage in, unless registered under any “directed selling efforts” (as defined in Regulation S) in the United States in respect of the Securities Act which would include any activities undertaken for the purpose of, or an exemption from registration is availablethat could reasonably be expected to have the effect of, must be held (and conditioning the Contributor must continue to bear market in the economic risk United States for the resale of the investment Securities; (iii) Such Seller understands and agrees not to engage in any hedging transactions involving the REIT Shares and/or OP UnitsSecurities unless such transactions are in compliance with the Securities Act. The certificates evidencing such securities shall contain a legend to the foregoing effect; and (iv) indefinitely Such Seller hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Consideration or any use of this Agreement, including: (a) the legal requirements within its jurisdiction for the purchase of the Consideration; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Buyer Shares. Seller’s consideration for, STG_319977.13 and its continued beneficial ownership of the Consideration, will not be transferred violate any applicable securities or soldother laws of Seller’s jurisdiction.

Investment. Such Contributor acknowledges that the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). (b) Such Contributor He is acquiring the REIT Shares and/or OP Units solely Securities for its investment for his own account for the purpose of investment and account, not as a nominee or agent for any other Person agent, and not with a the view to, or for offer or sale resale in connection with, any distribution thereof. He has not offered or sold any portion of the Securities to be acquired by him and has no present intention of reselling or otherwise disposing of any thereof in violation of the securities Laws. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice portion of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership Securities either currently or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date passage of issuance, and (ii) a fixed or determinable period of time or upon the REIT Shares and/or OP Units occurrence or nonoccurrence of any predetermined event or circumstance. He understands that the Securities to be purchased have not been registered under the Securities Act andor qualified under applicable blue sky or other state securities laws by reason of specific exemptions from the registration provisions of the Securities Act and the qualification provisions of applicable blue sky and other state securities laws, thereforethe availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of his representations as expressed herein. He understands that no Federal or state agency has passed upon the Securities or made any finding or determination as to the fairness of the investment or any recommendation or endorsement of the Securities. He acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available, must be held (and the Contributor must continue to bear the economic risk . He is aware of the investment provisions of Rule 144 promulgated under the Securities Act, which permit limited resale of securities purchased in a private placement subject to the REIT Shares and/or OP Unitssatisfaction of certain conditions. In acquiring the Securities, he is acting on his own behalf and is not acting together with any other person or entity for the purpose of acquiring, holding, voting or disposing of the Securities within the meaning of Section 13(d) indefinitely and may of the Securities Exchange Act of 1934, as amended. Unless he has otherwise notified Syntroleum in writing, he is not be transferred a broker or solddealer of securities, nor is he the beneficial owner of 5% or more of the outstanding shares of Common Stock. He has not prior to the date hereof directly or indirectly, through related parties, affiliates or otherwise (a) sold “short” or “short against the box” (as those terms are generally understood) any equity security of Syntroleum; or (b) otherwise engaged in any transaction which involves hedging of its position in, or reducing of its economic exposure to, the securities of Syntroleum.

Investment. Such Contributor acknowledges that the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor Each PE Seller represents and warrants to the REIT Buyer Parties, as to itself and not any other Seller, and as of the Operating Partnership date hereof and as of the Closings as follows: (a) Unless Each PE Seller is acquiring the shares of Parent Common Stock for investment for its own account, not as a nominee or agent, and, except in accordance with this Agreement, not with the view to, or for resale in connection with, any distribution thereof, and each PE Seller has no present intention of selling, granting any participation in, or otherwise indicated on distributing any of such Contributorshares of Parent Common Stock in violation of the Securities Act or any applicable state securities Legal Requirements and has no contract, undertaking, agreement or arrangement with any person regarding the distribution of such securities in violation of the Securities Act or any applicable state securities law; provided that by making the representations herein, each PE Seller does not agree to hold any of the shares of Parent Common Stock for any minimum or other specific term and reserves the right to assign, transfer or otherwise dispose of any of the shares of Parent Common Stock at any time in accordance with or pursuant to an effective registration statement or an exemption under the Securities Act. (b) Each PE Seller, either alone or together with its representatives, has been given the opportunity to obtain additional information to verify the accuracy of the information received and to ask questions of and receive answers from certain representatives of Parent concerning the terms and conditions of each PE Seller’s Election Formacquisition of the shares of Parent Common Stock pursuant to the terms of this Agreement. Each PE Seller is aware of Parent’s business affairs and financial condition and has, such Contributor either alone or together with its representatives, acquired sufficient information about Parent to reach an informed and knowledgeable decision to acquire the shares of Parent Common Stock. (c) Each PE Seller is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or (ii) an “accredited investor” (as such term is defined in Rule 501(a501(a)(1), (2), (3) of Regulation D promulgated or (7) under the Securities Act). (bd) Such Contributor is acquiring Neither each PE Seller, nor, if applicable, any of its officers, directors, employees, agents, members or partners has (i) engaged in any general solicitation, (ii) published any advertisement or (iii) engaged in any “directed selling efforts” as defined in Rule 902 of Regulation S promulgated under the REIT Shares and/or OP Units solely for its own account for the purpose of investment and not as a nominee or agent for Securities Act, in any other Person and not with a view to, or for offer or sale case in connection with, any distribution of any thereof in violation with the offer and sale of the securities LawsParent Common Stock. (ce) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to Each PE Seller understands that the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk shares of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units Parent Common Stock have not been registered under the Securities Act, and are being issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of each PE Seller’s representations as expressed herein. Each PE Seller understands that the shares of Parent Common Stock are considered “restricted securities” under applicable United States federal and state securities laws and that, pursuant to these laws, each PE Seller may not transfer the shares of Parent Common Stock until they are registered with the SEC and, thereforeif applicable, qualified by state authorities, or an exemption from such registration and qualification requirements is available. Each PE Seller acknowledges that if an exemption from registration or qualification is available, the transfer of Parent Common Stock may be conditioned on various requirements including, but not limited to, the time and manner or sale, the holding period of the shares of Parent Common Stock, and requirements relating to Parent which are outside of each PE Seller’s or Parent’s control, and which Parent is under no obligation and may not be able to satisfy. Each PE Seller further understands that the shares of Parent Common Stock must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. (f) Each PE Seller understands that Parent provides no assurances as to whether he, must she or it will be able to resell any or all of the shares of Parent Common Stock pursuant to Rule 144, promulgated under the Securities Act, which rule requires, among other things, that Parent be subject to the reporting requirements of the Exchange Act that resales of securities take place only after each PE Seller of the shares of Parent Common Stock has held the shares of Parent Common Stock for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding the foregoing, each PE Seller further understands that in the event all of the applicable requirements of Rule 144 are not satisfied, registration under the Securities Act or compliance with some other registration exemption will be required to effect a transfer of shares of Parent Common Stock. Each PE Seller acknowledges that Parent was previously an issuer described in paragraph (i)(1)(i) of Rule 144. (g) Each PE Seller represents that each PE Seller is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act. Each PE Seller also agrees to notify the Parent if each PE Seller becomes subject to such disqualifications after the date hereof. (h) Without limiting any of the representations or warranties set forth in Article V of this Agreement or in any other agreement, instrument or certificate entered into or delivered in connection with the Transactions, each PE Seller acknowledges that Parent makes no representation or warranty with respect to (i) any projections, estimates or budgets delivered to or made available to each PE Seller of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent and its subsidiaries or the future business and operations of Parent and its subsidiaries, or (ii) any other information or documents made available to each PE Seller or its counsel, accountants or advisors or each PE Seller with respect to Parent and its subsidiaries or their respective businesses, assets, liabilities or operations. (i) Each PE Seller acknowledges that (i) it has sought its own accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the shares of Parent Common Stock, (ii) it has had the opportunity to conduct its own due diligence in connection with this Agreement and the Contributor must continue Transactions; (iii) in making its investment decision with respect to bear the economic risk its acquisition of the shares of Parent Common Stock, it has relied on its own due diligence and sources of information and those representations and warranties specifically set forth in Article V of this Agreement and in any other agreement, instrument or certificate entered into or delivered in connection with the Transactions; (iv) it, by reason of its, or its management’s, business, financial or investment experience, has the knowledge, sophistication and capacity to evaluate the risks involved in this Agreement and the REIT Shares and/or OP UnitsTransactions and to protect its own interests in connection with this Agreement and the Transactions; and (v) indefinitely it has not relied upon, and hereby disclaims reliance on, any and all representations, warrants, or other statements by Parent or any of its representatives other than those expressly set forth in Article V of this Agreement or in any other agreement, instrument or certificate entered into or delivered in connection with the Transactions. Without limiting any of the representations or warranties set forth in Article V of this Agreement or in any other agreement, instrument or certificate entered into or delivered in connection with the Transactions, each PE Seller represents that it has consulted any tax and financial consultants it deems advisable in connection with the receipt of shares of Parent Common Stock and that it is not relying on Parent for any tax or financial advice. Each PE Seller acknowledges that each PE Seller may not be transferred suffer losses, damages, injuries, declines in value, lost opportunities, liabilities, fees, charges, costs or soldexpenses of any nature in connection with this Agreement and the Transactions, in each case in connection with the existence of non-public information and the possible public disclosure following this Agreement and the Transactions by the Parent or otherwise of such non-public information.

Investment. Such Contributor acknowledges ▇▇▇▇▇▇▇ hereby makes the following representations with respect to any shares of OMNI Common Stock that the offering and issuance of the REIT Shares and/or OP Units may be issued to be acquired by such Contributor ▇▇▇▇▇▇▇ pursuant to this Agreement are intended to be exempt from registration under (collectively, the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act"Restricted Securities"). (bi) Such Contributor ▇▇▇▇▇▇▇ is acquiring the REIT Shares and/or OP Units solely Restricted Securities for its investment for his own account for the purpose of investment and not as a nominee or agent for any other Person and not with a view to, or for offer sale or sale other disposition in connection with, any distribution of all or any part thereof except (i) in violation an offering covered by a registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), covering the Restricted Securities or (ii) pursuant to an applicable exemption under the Securities Act. In receiving the Restricted Securities, ▇▇▇▇▇▇▇ is not offering or selling, and will not offer and sell, for OMNI in connection with any distribution of such OMNI Common Stock, and ▇▇▇▇▇▇▇ does not have any contract, undertaking, agreement or arrangement with any person for the distribution of the securities LawsRestricted Securities and will not participate in any undertaking or in any underwriting of such an undertaking except in compliance with applicable law. (cii) Such Contributor ▇▇▇▇▇▇▇ represents that he is knowledgeable, sophisticated an "accredited investor" as that term is defined in Regulation D under the Securities Act and experienced in business and financial matters; such Contributor has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor that he is able to fend for himself and can bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its his investment in the REIT Shares and/or OP Units; Restricted Securities. (iii) ▇▇▇▇▇▇▇ has such Contributor has received knowledge and reviewed all information experience in financial and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects matters that he is capable of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate evaluating the merits and risks related to its of an investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated herebyRestricted Securities. (div) Such Contributor acknowledges that (i) ▇▇▇▇▇▇▇ has also been afforded access to information about OMNI and OMNI's financial position, results of operation, business, property and management sufficient to enable him to evaluate an investment in the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuanceRestricted Securities, and has had the opportunity to ask questions of and has received satisfactory answers from OMNI concerning the foregoing matters. (iiv) ▇▇▇▇▇▇▇ understands that the REIT Shares and/or OP Units Restricted Securities acquired pursuant hereto has been registered under the Securities Act on the basis that all sales provided for in this Agreement are exempt from registration under the Securities Act, and that OMNI's reliance on such exemption is based, in part, upon ▇▇▇▇▇▇▇'▇ representations set forth herein. (vi) ▇▇▇▇▇▇▇ understands that the Restricted Securities will not be registered under the Securities Act, that such shares will be "restricted securities" as that term is defined in Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act, and that ▇▇▇▇▇▇▇ cannot transfer such shares unless they are subsequently registered under the Securities Act and under any applicable state securities law or are transferred in a transfer that, in the opinion of counsel satisfactory to OMNI, is exempt from such registration. ▇▇▇▇▇▇▇ further understands that OMNI will, as a condition to the transfer of any such shares, require that the request for transfer be accompanied by an opinion of counsel, in form and substance satisfactory to OMNI, to the effect that the proposed transfer does not result in a violation of the Securities Act or any applicable state securities law, unless such transfer is covered by an effective registration statement. ▇▇▇▇▇▇▇ understands that the Restricted Securities may not be sold publicly in reliance on the exemption from registration under the Securities Act afforded by Rule 144 unless and until the minimum holding period (currently one year) and other requirements of Rule 144 have been satisfied. (vii) ▇▇▇▇▇▇▇ understands and agrees that all certificates evidencing the Restricted Securities issued hereunder will bear restrictive legends in substantially the following form: The securities represented by this certificate have not been registered under the Securities Act andof 1933, thereforeas amended (the "Act"), unless registered under the Securities Act or an exemption from registration is availableany applicable state law, must be held (and the Contributor must continue to bear the economic risk of the investment in the REIT Shares and/or OP Units) indefinitely and may not be transferred without registration under the Act and any such state law or soldan opinion of counsel satisfactory to the corporation that registration is not required.

Investment. Such Contributor acknowledges Seller understands that the offering Buyer Shares and issuance the Earnout Shares (collectively, the “Securities”) have not been, and will not be, registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering. The Securities are being acquired by Seller for its own account, for investment purposes and not with a view to the sale or distribution of all or any part of the REIT Shares and/or OP Units Securities, nor with any present intention to sell or in any way distribute the same, as those terms are used in the Securities Act. Seller has sufficient knowledge and experience in financial matters so as to be acquired by capable of evaluating the merits and risks of purchasing the Securities. Seller has reviewed copies of such Contributor pursuant documents and other information as Seller has deemed necessary in order to this Agreement are intended make an informed investment decision with respect to its acquisition of the Securities. Seller understands that the Securities may not be exempt sold, transferred or otherwise disposed of without registration under the Securities Act or the availability of an exemption therefrom, and that in the absence of an effective registration statement covering the Securities or an available exemption from registration under the Securities Act, the Securities must be held indefinitely. Further, Seller understands and has the financial capability of assuming the economic risk of an investment in the Securities for an indefinite period of time. Seller has been advised by Buyer that Seller will not be able to dispose of the Securities, or any interest therein, without first complying with the relevant provisions of the Securities Act and any applicable state securities laws. Seller understands that the REIT’s and Operating Partnership’s reliance on such exemptions is predicated in part on the accuracy and completeness provisions of the representations and warranties of such Contributor contained herein and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D 144 promulgated under the Securities Act). (b) Such Contributor is acquiring , permitting the REIT Shares and/or OP Units solely for its own account for the purpose of investment and not as a nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution of any thereof in violation routine sales of the securities Laws. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar of certain issuers subject to the REIT Shares and/or OP Units terms and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirableconditions thereof, are not currently, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documentsmay not hereafter be, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including available with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor Securities. Seller acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units have not been registered Buyer is under no obligation to register the Securities Act and, therefore, unless registered or to furnish any information or take any other action to assist the undersigned in complying with the terms and conditions of any exemption which might be available under the Securities Act or an exemption from registration is available, must be held (and the Contributor must continue any state securities laws with respect to bear the economic risk sales of the investment Securities in the REIT Shares and/or OP Units) indefinitely and may not be transferred or soldfuture.

Investment. Such Contributor acknowledges that the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor Each Stockholder represents and warrants to the REIT and the Operating Partnership as follows: Company that: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor Stockholder has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an “accredited investor” (as such term is defined investment in Rule 501(a) of Regulation D promulgated under the Securities Act). Company and making an informed investment decision with respect thereto; (b) Such Contributor such Stockholder has reviewed and evaluated all information necessary to assess the merits and risks of his, her or its investment in the Company and has had answered to such Stockholder’s satisfaction any and all questions regarding such information; (c) such Stockholder is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time; (d) such Stockholder is acquiring interests in the REIT Shares and/or OP Units solely Company for its own account for the purpose of investment and not as a nominee or agent for any other Person only and not with a view to, or for offer or sale resale in connection with, any distribution of any thereof in violation of the securities Laws. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands public or public offering thereof; (e) the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment interests in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units Company have not been registered under the Securities Act and, therefore, securities laws of any jurisdiction and cannot be disposed of unless they are subsequently registered and/or qualified under the Securities Act applicable securities laws (or an exemption from registration is available, must be held (exempt therefrom) and the Contributor must continue provisions of this Agreement have been complied with; (f) the determination of such Stockholder to bear purchase interests in the economic risk Company has been made by such Stockholder independent of any other Stockholder and independent of any statements or opinions as to the advisability of such purchase or as to the properties, business, prospects or condition (financial or otherwise) of the Company and its Subsidiaries, which may have been made or given by any officer or director of the Company or any of its Subsidiaries or any other Stockholder or by any agent or employee of the Company or any of its Subsidiaries or any other Stockholder or their representatives or Affiliates; (g) no other Stockholder has acted as an agent of such Stockholder in connection with making its investment hereunder and that no other Stockholder shall be acting as an agent of such Stockholder in connection with monitoring its investment hereunder; (h) the interests in the REIT Shares and/or OP UnitsCompany were not offered to such Stockholder by means of general solicitation or general advertising; and (i) indefinitely such Stockholder has not granted and may is not be transferred a party to any proxy, voting trust or soldother agreement or side-letter that is inconsistent with, conflicts with, violates, supplements, modifies or amends any provision of this Agreement. If the Management Stockholder is party to a Rollover Agreement, then the representations and warranties in this Section 8.4 are in addition to, and not in lieu of, those made by the Management Stockholder in his or her Rollover Agreement.

Investment. Such Contributor acknowledges that the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated Such Seller understands that the Buyer Shares will not be registered under the Securities Act), but will be issued pursuant to applicable exemptions from such registration requirements for transactions not involving a public offering and/or for transactions which constitute “offshore transactions” as defined in Regulation S under the Securities Act. Accordingly, the Securities will constitute "restricted securities" for purposes of the Securities Act. Such Seller agrees that it will not transfer the Securities except upon compliance with the registration requirements of the Securities Act, in accordance with an available exemption therefrom or in accordance with the provisions of Regulation S under the Securities Act, that the certificates evidencing the Securities shall contain a legend to the foregoing effect, and that the Buyer will refuse to register any transfer of the Securities not made in accordance with the foregoing provisions. (b) Such Contributor Seller is acquiring the REIT Shares and/or OP Units solely Consideration for its own account account, for the purpose of investment purposes only, and not as a nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution of any thereof in violation of the securities Laws. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Lawsany applicable laws. Such Contributor Seller has had access to such information regarding Buyer and Dourave as it considers necessary to make its decision to execute this Agreement and consummate the transactions contemplated hereby. Such Seller is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment Seller’s entire investment. STG_331658.1 (c) Each such Seller is either: (i) an “accredited investor” as defined in Rule 501 of Regulation D as promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Act, or (ii) not a “U.S. Person” which is defined in Regulation S as promulgated by the SEC under the Securities Act to include, without limitation, subject to the exceptions set forth in Regulation S, (1) an individual resident in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about United States, (2) a partnership or pertaining to corporation organized or incorporated under the REIT and the Operating Partnership and the business and prospects laws of the REIT and United States, (3) a trust or estate of which any trustee, executor or administrator is a U.S. Person, (4) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the Operating Partnership and benefit or account of a U.S. Person, (5) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the issuance benefit or account of the REIT Shares and/or OP Units as such Contributor deems necessary or desirablea U.S. Person, and has been given (6) any partnership or corporation organized or incorporated under the opportunity to obtain laws of any additional information non-U.S. jurisdiction that was formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes)incorporated, and the advice of such Contributor’s advisors (including tax advisors)owned, and by accredited investors who are not upon that of the Operating Partnership individuals, estates or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated herebytrusts. (d) Such Contributor acknowledges If not a U.S. Person, such Seller agrees that (i) it is acquiring the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units have not been registered Securities in an offshore transaction pursuant to Regulation S under the Securities Act andand hereby represents to Buyer as follows: (i) Such Seller was outside the United States when receiving and executing this Agreement; (ii) Such Seller has not acquired the Consideration as a result of, thereforeand will not itself engage in, unless registered under any “directed selling efforts” (as defined in Regulation S) in the United States in respect of the Securities Act which would include any activities undertaken for the purpose of, or an exemption from registration is availablethat could reasonably be expected to have the effect of, must be held (and conditioning the Contributor must continue to bear market in the economic risk United States for the resale of the investment Securities; (iii) Such Seller understands and agrees not to engage in any hedging transactions involving the REIT Shares and/or OP UnitsSecurities unless such transactions are in compliance with the Securities Act. The certificates evidencing such securities shall contain a legend to the foregoing effect; and (iv) indefinitely Such Seller hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Consideration or any use of this Agreement, including: (a) the legal requirements within its jurisdiction for the purchase of the Consideration; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Buyer Shares. Seller’s consideration for, and its continued beneficial ownership of the Consideration, will not be transferred violate any applicable securities or sold.other laws of Seller’s jurisdiction. STG_331658.1

Investment. Such Contributor acknowledges that the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on Such Seller is acquiring the TSC Stock for investment solely for such ContributorSeller’s Election Formown account and not for distribution, such Contributor transfer or sale to others in connection with any distribution or public offering in violation of federal or state securities Laws. Such Seller is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). (b) Such Contributor is acquiring Seller has such knowledge, experience and skill in financial and business matters in general and with respect to investments of a nature similar to an investment in TSC so as to be capable of evaluating the REIT Shares and/or OP Units solely for its own account for the purpose of investment merits and not as a nominee or agent for any other Person risks of, and not making an informed business decision with a view regard to, or for offer or sale the investment in connection withthe TSC Stock and, any distribution in the case of any thereof in violation of ▇▇▇▇▇▇▇▇▇▇▇▇, the securities LawsOption, contemplated by this Agreement. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor Seller has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has (i) received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as that such Contributor Seller deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its make an informed investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including decision with respect to taxes), an investment in TSC and the advice of Option and (ii) had the unrestricted opportunity to make such Contributor’s advisors (including tax advisors), investigation as such Seller desires pertaining to TSC and not upon that of the Operating Partnership or an investment therein and to verify any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated herebyinformation furnished to such Seller. (d) Such Contributor acknowledges Seller understands that such Seller must bear the economic risk of an investment in TSC or the Option for an indefinite period of time because the TSC Stock and the Option (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units have not been registered under the Securities Act andor applicable state or foreign securities Laws and (ii) may not be sold, thereforetransferred, unless pledged or otherwise disposed of except if it is registered in accordance with the provisions of the Securities Act and applicable state or foreign securities Laws or registration thereunder is not required. (e) Such Seller understands that neither Buyer nor TSC is obligated to register the TSC Stock or the Option for resale under the Securities Act or an any applicable state or foreign securities Laws and that neither Buyer nor TSC is obligated to supply such Seller with information or assistance in complying with any exemption from registration is available, must be held (and under the Contributor must continue to bear the economic risk of the investment in the REIT Shares and/or OP Units) indefinitely and may not be transferred Securities Act or soldany applicable state or foreign securities Laws.

Investment. Such Contributor acknowledges that the offering and issuance (a) The shares of the REIT Shares and/or OP Units Purchaser Common Stock to be acquired by such Contributor Seller pursuant to this Agreement are intended to will be exempt from registration under the Securities Act and that the REITacquired for Seller’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). (b) Such Contributor is acquiring the REIT Shares and/or OP Units solely for its own account for the purpose of investment and not as a nominee or agent for any other Person and not with a view to, or for offer or sale in connection withintention of, any distribution of any thereof in violation of the Securities Act or any applicable non-U.S. or state securities Laws, and such shares of Purchaser Common Stock will not be disposed of in contravention of any such Laws. (cb) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor Seller is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units have not been registered under the Securities Act and, therefore, unless registered under the Securities Act or an exemption from registration is available, must be held (and the Contributor must continue to bear the economic risk of the investment in the REIT Shares and/or OP Unitsshares of Purchaser Common Stock to be acquired by Seller pursuant to this Agreement for an indefinite period of time. (c) Seller understands that the shares of Purchaser Common Stock to be acquired by it pursuant to this Agreement have not been, and, except as provided in the Registration Rights Agreement, will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller’s representations as expressed herein. Seller understands that such shares of Purchaser Common Stock are “restricted securities” under applicable U.S. federal and state securities laws and regulations thereunder and that, pursuant to these laws, Seller must hold such shares of Purchaser Common Stock indefinitely unless the resale of such shares of Purchaser Common Stock is registered under the Securities Act and qualified by state authorities, or an exemption from such registration and qualification requirements is available. (d) Seller understands that the shares of Purchaser Common Stock to be acquired by it pursuant to this Agreement have not been registered under the Securities Act, and that any certificate or book-entry representing such shares of Purchaser Common Stock will bear the following legend and any other legend required by the securities Laws of any state or country to the extent such Laws are applicable to such shares of Purchaser Common Stock: “THE SECURITIES EVIDENCED HEREBY HAVE BEEN ISSUED AND SOLD WITHOUT REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES IN RELIANCE UPON CERTAIN EXEMPTIONS FROM REGISTRATION UNDER SAID ACTS. THE SECURITIES EVIDENCED HEREBY MAY OFFERED FOR SALE, SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (II) IN A TRANSACTION NOT INVOLVING A PUBLIC OFFERING, OR (III) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS. THE SECURITIES EVIDENCED HEREBY ARE SUBJECT TO A REGISTRATION RIGHTS AGREEMENT DATED AS OF [____], A COPY OF WHICH IS ON FILE WITH THE COMPANY.” (e) Seller has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the shares of Purchaser Common Stock to be acquired by it pursuant to this Agreement and has had access to such other information concerning Purchaser as Seller has requested. (f) Seller either (i) is not a “U.S. person” within the meaning of Rule 902 of Regulation S under the Securities Act, as presently in effect or (ii) is an “accredited investor” as that term is defined in Regulation D under the Securities Act. (g) Seller has not received any general solicitation or general advertisement in connection with the shares of Purchaser Common Stock to be acquired by it pursuant to this Agreement or its investment in Purchaser and Seller has not received any representations or warranties from Purchaser or any other Person acting on behalf of Purchaser, other than the representations and warranties of Purchaser contained in Article 4. (h) Seller has satisfied itself as to the observance of the applicable Laws of its jurisdiction in connection with the acquisition of the shares of Purchaser Common Stock to be acquired by it pursuant to this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of such shares of Purchaser Common Stock, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income Tax and other Tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of such shares of Purchaser Common Stock. Seller’s continued beneficial ownership of such Purchaser Common Stock will not violate any applicable securities or other Laws of Seller’s jurisdiction. (i) Seller is entitled under applicable securities Laws to acquire the shares of Purchaser Common Stock to be transferred acquired by it pursuant to this Agreement without the benefit of a prospectus or soldproduct disclosure statement qualified under such securities Laws. (j) Seller is a “wholesale investor” within the meaning of clause 3(2) of Schedule 1 of the Financial Markets Conduct Act 2013 (NZ) or an entity “controlled” (within the meaning of clause 48 of Schedule 1 of the Financial Markets Conduct Act 2013 (NZ)) by such a wholesale investor.

Investment. Such Contributor acknowledges that the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor Each Seller is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). (b) Such Contributor is purchasing or acquiring the REIT Purchase Shares and/or OP Units solely for its own account for the purpose of investment and not as a nominee or agent for any other Person and not with a present view to, or for offer or sale in connection with, any distribution of any thereof in violation of the securities Laws. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities Securities Act. Sellers hereby consent to the imposition of a legend substantially similar to the REIT following on the certificates for the Purchase Shares and/or OP Units and fully understands the limitations on transfer imposed agrees to abide by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units restrictions contained therein: "The shares represented by this certificate have not been registered under the Securities Act andof 1933, thereforeas amended (the "Securities Act"), and may not be sold, transferred or assigned unless such shares are registered under the Securities Act or an opinion of counsel is obtained to the effect that such sale, transfer or assignment is exempt from the registration requirements of the Securities Act." (b) Each Seller understands that the Purchase Shares, when issued, will not be registered under the Securities Act and will instead be issued in reliance upon a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of each Seller's investment intent as expressed herein. Each Seller acknowledges that the Purchase Shares, when received, must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available, must be held (and the Contributor must continue to bear the economic risk . Sellers have been advised of or is aware of the investment provisions of Rule 144 promulgated under the Securities Act, which rule permits limited resale of securities purchased in a private placement subject to the REIT Shares and/or OP Unitssatisfaction of certain conditions contained therein. (c) indefinitely and may not be transferred or soldEach Seller is an "accredited investor" within the meaning of Rule 501(a) promulgated under the Securities Act.

Investment. Such Contributor acknowledges that the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). (b) Such Contributor He is acquiring the REIT Shares and/or OP Units solely Securities for its investment for his own account for the purpose of investment and account, not as a nominee or agent for any other Person agent, and not with a the view to, or for offer or sale resale in connection with, any distribution thereof. He has not offered or sold any portion of the Securities to be acquired by him and has no present intention of reselling or otherwise disposing of any thereof in violation of the securities Laws. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice portion of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership Securities either currently or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date passage of issuance, and (ii) a fixed or determinable period of time or upon the REIT Shares and/or OP Units occurrence or nonoccurrence of any predetermined event or circumstance. He understands that the Securities to be purchased have not been registered under the Securities Act andor qualified under applicable blue sky or other state securities laws by reason of specific exemptions from the registration provisions of the Securities Act and the qualification provisions of applicable blue sky and other state securities laws, thereforethe availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of his representations as expressed herein. He understands that no Federal or state agency has passed upon the Securities or made any finding or determination as to the fairness of the investment or any recommendation or endorsement of the Securities. He acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available, must be held (and the Contributor must continue to bear the economic risk . He is aware of the investment provisions of Rule 144 promulgated under the Securities Act, which permit limited resale of Securities purchased in a private placement subject to the REIT Shares and/or OP Unitssatisfaction of certain conditions. In acquiring the Securities, he is acting on his own behalf and is not acting together with any other person or entity for the purpose of acquiring, holding, voting or disposing of the Securities within the meaning of Section 13(d) indefinitely and may of the Securities Exchange Act of 1934, as amended. Unless he has otherwise notified Syntroleum in writing, he is not be transferred a broker or solddealer of securities, nor is he the beneficial owner of 5% or more of the outstanding shares of Syntroleum’s common stock. He has not prior to the date hereof directly or indirectly, through related parties, affiliates or otherwise (a) sold “short” or “short against the box” (as those terms are generally understood) any equity security of Syntroleum; or (b) otherwise engaged in any transaction which involves hedging of its position in, or reducing of its economic exposure to, the securities of Syntroleum.

Investment. Such Contributor acknowledges that the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor represents and warrants to the REIT and the Operating Partnership as follows: (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor The Seller is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act). (b) Such Contributor Accredited Investor and is acquiring the REIT GBG Shares and/or OP Units solely for its own account for the purpose purposes of investment and not as a nominee or agent for any other Person and not with a view to, to distribution thereof within the meaning of the Securities Act or for offer or sale in connection with, any distribution of any thereof in violation of the securities Laws. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk registration requirements of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units have not been registered under the Securities Act and, therefore, unless registered under the Securities Act or an any state securities law. The Seller will refrain from transferring or otherwise disposing of the GBG Shares or any interest therein in such a manner as to cause GBG to be in violation of the registration requirements of the Securities Act or any state securities law. In addition and notwithstanding the foregoing, the Seller acknowledges that the GBG Shares will bear the following two restrictive legends: “The securities represented hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). The holder hereof, by purchasing such securities, agrees for the benefit of the Issuer that such securities may be offered, sold, pledged or otherwise transferred only (a) to the Issuer, (b) outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act if applicable, (c) inside the United States (1) pursuant to the exemption from the registration is requirements under the U.S. Securities Act provided by Rule 144 thereunder, if available, must be held and in accordance with applicable State securities laws, or (2) in a transaction that does not require registration under the U.S. Securities Act or any applicable State laws and regulations governing the offer and sale of securities, and the Contributor must continue holder has prior to bear such sale furnished to the economic risk Issuer an opinion of counsel or other evidence of exemption in form and substance reasonably satisfactory to the Issuer. Provided that if the Issuer is a “foreign issuer” as that term is defined by Regulation S of the investment U.S. Securities Act at the time of sale, a new certificate bearing no restrictive legend, delivery of which will constitute “Good Delivery” may be obtained from the transfer agent, upon delivery of this certificate and a duly executed declaration, in form satisfactory to the REIT Shares and/or OP UnitsIssuer and its transfer agent, to the effect that the sale of the securities represented hereby is being made in compliance with Rule 904 of Regulation S under the U.S. Securities Act.” Without the prior approval of the Toronto Stock Exchange (“TSX”) indefinitely and compliance with applicable securities legislation, the securities represented by this certificate may not be transferred sold, transferred, hypothecated or soldotherwise traded on or through the facilities of the TSX or otherwise in Canada to of for the benefit of a Canadian resident until [four months from the Closing Date]”.

Investment. Such Contributor acknowledges that the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor (i) The Management Investor represents and warrants that: (A) the SeaCube Restricted Shares will be acquired for the Management Investor’s own account for investment, without any present intention of selling or further distributing the same, and the Management Investor will not have any reason to anticipate any change in the Management Investor’s circumstances or any other particular occasion or event which would cause the Management Investor to sell any of such Common Shares; and (B) the Management Investor is fully aware that in agreeing to issue such Common Shares to the REIT Management Investor the Company will be relying upon the truth and accuracy of these representations and warranties. The Management Investor agrees that she will not Transfer any Common Shares held by such Management Investor prior to an IPO, except in accordance with the terms of this Agreement. Any such Transfer must be in compliance with the Act, the rules and regulations of the Securities and Exchange Commission thereunder, the relevant state securities laws applicable to the Management Investor’s action, the bye-laws of the Company, Bermuda law and the Operating Partnership as follows:terms of this Agreement. (aii) Unless otherwise indicated on such Contributor’s Election FormThe Management Investor acknowledges that no trading market for the Common Shares exists currently and may not exist at any time in the future (if at all) and that, such Contributor is as a result, the Management Investor may be unable to sell any of the Common Shares acquired hereunder for an “accredited investor” (as such term is defined in Rule 501(a) indefinite period. Further, the Company has no obligation to register any of Regulation D promulgated the Common Shares for sale or resale under the Securities ActAct or any other applicable law (including any “blue sky” law). (biii) Such Contributor is acquiring The Management Investor acknowledges and agrees that nothing herein, including the REIT Shares and/or OP Units solely for its own account for the purpose of investment and not as a nominee or agent for any other Person and not with a view to, or for offer or sale in connection with, any distribution of any thereof in violation of the securities Laws. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar opportunity to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for make an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining Company, shall be deemed to create any implication concerning the REIT and the Operating Partnership and the business and prospects adequacy of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity Management Investor’s services to obtain any additional information or documents and to ask questions and receive answers about such information and documentsCLI, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership Company or any of their respective affiliates, nor shall be construed as an agreement by CLI, the Operating PartnershipCompany or any of their respective affiliates, express or implied, to (A) employ the Management Investor or contract for the Management Investor’s Affiliatesservices or (B) restrict the right of CLI to discharge the Management Investor or cease contracting for the Management Investor’s services or (C) modify, extend or otherwise affect in any manner whatsoever the terms of any employment agreement or contract for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. services which may exist (d) Such Contributor acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after on the date of issuance, and (iihereof or in the future) between the REIT Shares and/or OP Units have not been registered under the Securities Act and, therefore, unless registered under the Securities Act or an exemption from registration is available, must be held (Management Investor and the Contributor must continue to bear the economic risk Company or any of the investment in the REIT Shares and/or OP Units) indefinitely and may not be transferred or soldits affiliates.

Investment. Such Contributor acknowledges that the offering and issuance of the REIT Shares and/or OP Units to be acquired by such Contributor pursuant to this Agreement are intended to be exempt from registration under the Securities Act and that the REIT’s and 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 and in such Contributor’s Election Form. In furtherance thereof, such Contributor Seller hereby represents and warrants to the REIT Company as follows with respect to its acquisition of the Shares, the Warrants and the Operating Partnership as follows:shares of Common Stock issuable upon exercise of the Warrants (collectively the "Securities"): (a) Unless otherwise indicated on such Contributor’s Election Form, such Contributor Seller has experience in evaluating and investing in private placement transactions so that Seller is an “accredited investor” (as such term is defined capable of evaluating the merits and risks of Seller's investment in Rule 501(a) of Regulation D promulgated under the Securities Act)Company. (b) Such Contributor Seller is acquiring the REIT Shares and/or OP Units solely Securities for its investment for Seller's own account for the purpose of investment and account, not as a nominee or agent for any other Person agent, and not with a the view to, or for offer or sale resale in connection with, any distribution thereof. Seller understands that the Securities have not been, and will not be, registered under the Securities Act by reason of any thereof in violation of the securities Lawsa specific exemption therefrom. (c) Such Contributor is knowledgeable, sophisticated and experienced in business and financial matters; such Contributor has previously invested in securities similar to the REIT Shares and/or OP Units and fully understands the limitations on transfer imposed by the federal securities Laws. Such Contributor is able to bear the economic risk of holding the REIT Shares and/or OP Units for an indefinite period and is able to afford the complete loss of its investment in the REIT Shares and/or OP Units; such Contributor has received and reviewed all information and documents about or pertaining to the REIT and the Operating Partnership and the business and prospects of the REIT and the Operating Partnership and the issuance of the REIT Shares and/or OP Units as such Contributor deems necessary or desirable, and has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information and documents, the REIT, the Operating Partnership and the business and prospects of the REIT and the Operating Partnership which such Contributor deems necessary or desirable to evaluate the merits and risks related to its investment in the REIT Shares and/or OP Units; and such Contributor understands and has taken cognizance of all risk factors related to the purchase of the REIT Shares and/or OP Units. Such Contributor is relying upon its own independent analysis and assessment (including with respect to taxes), and the advice of such Contributor’s advisors (including tax advisors), and not upon that of the Operating Partnership or any of the Operating Partnership’s Affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated hereby. (d) Such Contributor Seller acknowledges that (i) the OP Units are not redeemable or exchangeable for cash or REIT Shares for a minimum of 12 months after the date of issuance, and (ii) the REIT Shares and/or OP Units have not been registered under the Securities Act and, therefore, must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available, must be held . Seller is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions. (and e) The certificate or certificates representing the Contributor must continue to Shares shall bear the economic risk of following legend (as well as any legend required by applicable state securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. Seller agrees that, in order to ensure compliance with the investment restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in the REIT Shares and/or OP Units) indefinitely and may not be transferred or soldits own records.