Common use of Redemption Right Clause in Contracts

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership Units, other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Units held by such Limited Partner in exchange (a “Redemption Right”) for REIT shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If the General Partner elects to redeem Tendered Units for REIT Shares rather than cash, then the Operating Partnership shall direct the GP Parent to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnership” under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner, shall, after holding its Operating their Partnership Units for at least one year, have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Units held by such Limited Partner in exchange (a “Redemption Right”) for REIT shares Shares issuable on, or the Cash Amount payable on, or a combination thereof having an equivalent value to the REIT Shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If the General Partner elects to redeem Tendered Units for REIT Shares rather than cash, then the Operating Partnership shall direct the GP Parent General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP ParentGeneral Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent General Partner in exchange for REIT sharesShares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent General Partner in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent General Partner as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Aggregate Share Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP ParentGeneral Partner, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i1) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Aggregate Share Ownership Limit (or, if applicable the Excepted Holder Limit); (ii2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and; (iii3) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Aggregate Share Ownership Limit (or, if applicable, the Excepted Holder Limit).; and (iv4) Any other documents as the GP Parties General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent General Partner to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Common Share Ownership Limit, the Aggregate Share Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, (c) the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary (d) to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnershippartnership” under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) Subject to Sections 8.5(bSection 7.4(b) and Section 7.4(c), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by themPartners, each Limited Partner holding Operating Partnership Units, other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein"Redemption Right") to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Common Partnership Units held by such Limited Partner at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, to be paid by the Partnership. The Partnership shall have up to one (1) year (the "Payout Period") following exercise of a Redemption Right to pay the Cash Amount to the Limited Partner who is exercising the redemption right (the "Redeeming Partner"). From and after the Specified Redemption Date, as determined the Cash Amount (or portion thereof) due and payable to a Redeeming Partner with respect to such Redeeming Partner's exercise of its Redemption Right shall bear interest at the rate equal to the lower of (i) the Company's annual dividend rate on REIT Common Shares for the prior twelve (12) month period, or (ii) eight percent (8%) per annum, until the Cash Amount (or portion thereof) shall be paid in full by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one yearPartnership. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar yearRedeeming Partner. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating one thousand (1,000) Common Partnership Units or, if such Limited Partner holds less than 1,000 Operating one thousand (1,000) Common Partnership Units, less than all of the Operating Common Partnership Units held by such Partner. The Tendering Party Moreover, a Limited Partner may not exercise the Redemption Right more than once per calendar quarter, PROVIDED, HOWEVER, that the General Partner may amend this Section 7.4(a) to limit the number of exercises of the Redemption Right by the Limited Partners to not less than once per calendar year. Neither the Redeeming Partner nor any permitted or purported assignee of any Limited Partner shall have no any right with respect to any Common Partnership Units so redeemed to receive any distributions paid after the Specified Redemption Date. Neither the Redeeming Partner nor any permitted or purported assignee of any Limited Partner shall have any right, with respect to any Operating Common Partnership Units so redeemed, to receive any distribution distributions paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. Each Redeeming Partner agrees to provide such representations and related indemnities regarding good and unencumbered title, and to execute such documents, as the General Partner may reasonably require in connection with any redemption. (b) If Notwithstanding the provisions of Section 7.4(a), in the event a Limited Partner elects to exercise the Redemption Right, the General Partner elects at the direction of the Company, directly or indirectly through one or more Affiliates, may, in its sole and absolute discretion, elect to redeem Tendered Units for REIT Shares rather than cash, then the Operating Partnership shall direct the GP Parent to issue assume directly and deliver such REIT Shares satisfy a Redemption Right by paying to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, Redeeming Partner either (i) the GP ParentCash Amount, acting as a distinct legal entityprovided for in Section 7.4(a), shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and or (ii) such transaction shall be treated, for federal income tax purposesthe REIT Common Shares Amount, as a transfer elected by the Tendering Party of such Tendered Units to the GP Parent in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption General Partner, as directed by the Tendering Party for which the General Partner elects to issue REIT Shares Company (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable its sole and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cashabsolute discretion), on the Specified Redemption Date, provided that the Tendering Party shall sell such number Company may defer payment of the Tendered Units Cash Amount until the end of the Payout Period described in Section 7.4(a) (in which case the Cash Amount shall bear interest as described in Section 7.4(a)), and provided, further, that the Company may, if it has elected so to defer payment of the GP Parent in exchange for Cash Amount, further elect at any time before the end of the Payout Period to pay all or any portion of the unpaid Cash Amount with REIT Common Shares having a number of REIT Shares Value equal to the product such portion of the REIT Shares Cash Amount and plus any accrued but unpaid interest thereon. On any such election, the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares AmountCompany, if applicabledirectly or indirectly through one or more Affiliates, shall be delivered acquire the Common Partnership Units offered for redemption by the GP Parent as duly authorized, validly issued, fully paid Redeeming Partner and accessible REIT Shares free shall be treated for all purposes of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under as the Articles owner of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to such Common Partnership Units. Unless the General Partner, as directed by the Company (in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual its sole and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(habsolute discretion), of REIT Shares by (i) such Tendering Party shall exercise its right to assume directly and (ii) any Related Party and (b) representing that, after giving effect to satisfy the RedemptionRedemption Right, neither the Tendering Party General Partner nor the Company itself shall have any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior obligation to the closing Redeeming Partner or to the Partnership with respect to the Redeeming Partner's exercise of the Redemption on Right. In the Specified event the General Partner, as directed by the Company shall exercise its right to satisfy the Redemption Date; and (iii) An undertaking Right in the manner described in the first sentence of this Section 7.4(b), the Partnership shall have no obligation to certify, at and as a condition pay any amount to the closing Redeeming Partner with respect to such Redeeming Partner's exercise of the Redemption on Right, and each of the Specified Redemption DateRedeeming Partner, that either (a) the actual Partnership, and constructive ownership the Company shall treat the transaction between the Company and the Redeeming Partner for federal income tax purposes as a sale of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect Redeeming Partner's Common Partnership Units to the RedemptionCompany or its Affiliates. Each Redeeming Partner agrees to provide such representations and related indemnities regarding good and unencumbered title, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (orand to execute such documents, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties Company may reasonably require in connection with the issuance of REIT Common Shares upon the exercise of the Redemption Right. If the Redemption Right is satisfied by the delivery of REIT Common Shares, the Redeeming Partner shall be deemed to become a holder of REIT Common Shares as of the close of business on the Specified Redemption Date or on such later date permitted by this Section 7.4(b) that the Company delivers REIT Common Shares in satisfaction of a deferred payment of the Cash Amount, as the case may be. Notwithstanding anything to the contrary in Section 7.4(a) or this Section 7.4(b), and in addition to the right of the Company to deliver REIT Common Shares in satisfaction of a deferred payment of the Cash Amount, as provided above, should the General Partner, as directed by the Company elect to satisfy a Redemption Right by paying the Redeeming Partner the REIT Common Shares Amount, and it is necessary to obtain Company shareholder approval in order for it to issue sufficient REIT Common Shares to satisfy such Redemption Right in full, then the Company shall have one hundred twenty (120) days beyond the Specified Redemption Date in which to obtain such shareholder approval and to pay the REIT Common Shares Amount, and the redemption date shall be required to occur by the earliest of: (i) ten (10) days after shareholder approval of the issuance of the REIT Common Shares has been obtained, if it is obtained; (ii) the date on which the General Partner, as directed by the Company elects to pay such Redeeming Partner the Cash Amount; or (iii) one hundred and thirty (130) days after the Specified Redemption Date. If such shareholder approval is not obtained, the Partnership shall pay to the Redeeming Partner the Cash Amount no later than the end of what the Payout Period would have been had the General Partner, as directed by the Company not elected to pay the REIT Common Share Amount upon the redemption, together with interest on such Cash Amount as specified in Section 7.4(a) hereof. (c) Notwithstanding the provisions of Section 7.4(a) and Section 7.4(b), a Limited Partner shall not be entitled to receive REIT Common Shares if the delivery of REIT Common Shares to such Partner on the Specified Redemption Date (or such later date permitted by Section 7.4(b), as applicable) by the Company pursuant to Section 7.4(b) would be prohibited under the Articles of Incorporation of the Company, as amended or restated from time to time. Without limiting the effect of the preceding sentence, no Person shall be permitted to receive REIT Common Shares if as a result of, and after giving effect to, such exercise any Person would Beneficially Own (as defined in the Articles of Incorporation of the Company, as amended or restated from time to time) more than 9.8% of the total number of issued and outstanding REIT Common Shares, unless waived by the board of directors of the Company in its sole discretion. To the extent any attempted redemption for REIT Common Shares would be a violation of this Section 7.4(c), it shall be null and void ab initio. The Cash Amount shall be paid in such instances, in accordance with the terms set forth in Section 7.4(a) or 7.4(b). (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that Each Limited Partner covenants and agrees with the General Partner may elect to cause the Specified Redemption Date to that all Common Partnership Units delivered for redemption shall be delayed for up to an additional 180 days delivered to the extent required for Partnership, the GP Parent Company or its Affiliates, as the case may be, free and clear of all liens and, notwithstanding anything herein contained to cause additional REIT Shares the contrary, neither the General Partner, the Company (nor any of its Affiliates) nor the Partnership shall be under any obligation to acquire Common Partnership Units which are or may be issued subject to provide financing to be used to make such payment any liens. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the Cash Amount. Notwithstanding the foregoing, transfer of its Common Partnership Units to the General Partner, Partnership or the Company, such Limited Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possibleshall assume and pay such transfer tax. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate REIT Common Shares issued pursuant to Section 7.4(b) may contain such legends regarding restrictions on transfer as the Company in good faith determines to be necessary or advisable in order to (1) comply with restrictions on transfer under the Securities Act and applicable state securities laws and (2) protect the ability of the Limited Partners Company to exercise their Redemption Rights continue to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated qualify as a “publicly traded Operating Partnership” under section 7704 of the CodeREIT. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) Subject to Sections 8.5(b8.4(b), 8.5(c8.4(c), 8.5(d8.4(d), 8.5(e8.4(e), 8.4(f) and 8.5(f) and 8.5 hereof, the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner (except as permitted below), shall, after holding its Operating Partnership Units for at least one yearyear (other than the Advisor and its Affiliates), have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Units (other than Special OP Units), held by such Limited Partner (such Units, the “Tendered Units”), in exchange (a “Redemption Right”) ), alternatively, for either REIT shares issuable on, Shares having the same Class designation as the Partnership Units subject to the Redemption Right or the Cash Amount payable on, the Specified Redemption DateAmount, as determined by the General Partner in its sole discretion. The consideration payable in respect of Tendered Units shall be issued or paid, provided that such Operating Partnership Units (as the “Tendered Units”) shall have been outstanding for at least one yearcase may be, on the Specified Redemption Date. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. Notwithstanding the foregoing, the General Partner will be entitled to have its Partnership Units redeemed for the Cash Amount (an “Asset Acquisition Redemption”), at any time and under the circumstances described in Section 5.6 hereof. (b) If the General Partner elects to redeem cause the Tendered Units to be exchanged for REIT Shares having the same Class designation as the Tendered Units rather than cashthe Cash Amount, then the Operating Partnership shall direct the GP Parent General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b8.4(b), in which case, (i) the GP ParentGeneral Partner, acting as a distinct legal entity, shall assume directly the Partnership’s redemption obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent General Partner in exchange for REIT sharesShares. The percentage of the Tendered Units tendered which are to be so exchanged for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cashthe Cash Amount) is referred to as the “Applicable Percentage.” In making such election to acquire exchange Tendered UnitsUnits for cash or REIT Shares, the Operating Partnership General Partner shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects General Partner determines to redeem any number of Tendered Units for REIT Shares, rather than cashthe Cash Amount, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent General Partner in exchange for a number of REIT Shares having the same Class designation as the Tendered Units equal to the product of the REIT Shares Amount and the Applicable Percentage. The product Such amount of the Applicable Percentage and the REIT Shares Amount, if applicable, having the same Class designation as the Tendered Units shall be delivered by the GP Parent General Partner as duly authorized, validly issued, fully paid and accessible nonassessable REIT Shares Shares, free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of IncorporationCharter) and other restrictions provided in the Article Articles of Incorporation, the bylaws of the GP ParentGeneral Partner, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a8.4(a) and this Section 8.5(b8.4(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of IncorporationCharter. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.58.4, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(18.4(c)(i) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 8.4 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued General Partner to provide financing to be used to make such payment of the Cash Amount, by causing the issuance of additional REIT Shares or otherwise. Notwithstanding the foregoing, the General Partner agrees to use its best commercially reasonable efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (ai) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (bii) the General Partner’s common stock from being owned by less than 100 persons, (iii) the General Partner from being “closely held” within the meaning of section Section 856(h) of the Code, (iv) violations or what would be likely to constitute a violation of any applicable federal or state securities law, (v) violations of any provision of the General Partner’s Charter or Bylaws and (vi) as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section Section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnershippartnership” under section Section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.58.4.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner, shall, after holding its Operating their Partnership Units for at least one year, have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Units (other than Special Units), held by such Limited Partner in exchange (a “Redemption Right”) for REIT shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If the General Partner elects to redeem Tendered Units for REIT Shares rather than cash, then the Operating Partnership shall direct the GP Parent General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP ParentGeneral Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent General Partner in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent General Partner in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent General Partner as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of IncorporationCharter) and other restrictions provided in the Article of Incorporation, the bylaws of the GP ParentGeneral Partner, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of IncorporationCharter. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i1) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii3) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv4) Any other documents as the GP Parties General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued General Partner to provide financing to be used to make such payment of the Cash Amount, by causing the issuance of additional REIT Shares or otherwise. Notwithstanding the foregoing, the General Partner agrees to use its best commercially reasonable efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnershippartnership” under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e8.6(b) and 8.5(f8.6(c) and on or after the provisions Automatic Conversion Date (but in no event earlier than the twelve (12) month anniversary of the date hereof) or such date, if any, as expressly provided for in any agreements agreement entered into between the Operating Partnership and one or more any Limited Partners with respect to Operating Partnership Units held by themPartner, each Limited Partner holding Operating Partnership Units, (other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, Company) shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units (provided that such Partnership Units constitute Common Units) held by such Limited Partner at a redemption price per Unit equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one yearPartnership. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General PartnerCompany) by the Limited Partner who is exercising the Redemption Right redemption right (the “Tendering PartyRedeeming Partner”). No Limited Partner may deliver more than two Notices ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Company elects to purchase the Partnership Units subject to the Notice of Redemption during each calendar yearpursuant to Section 8.6(b). A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating one thousand (1,000) Partnership Units at any one time or, if such Limited Partner holds less than 1,000 Operating one thousand (1,000) Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution distributions paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such Limited Partner. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(a) shall be cancelled upon such redemption. (b) Notwithstanding the provisions of Section 8.6(a), a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Partnership Units described in the Notice of Redemption to the Company, and the Company may, in its sole and absolute discretion, elect to purchase directly and acquire such Partnership Units by paying to the Redeeming Partner either the Cash Amount or the REIT Shares Amount, as elected by the Company (in its sole and absolute discretion), on the Specified Redemption Date, whereupon the Company shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. If the General Company shall elect to exercise its right to purchase Partnership Units under this Section 8.6(b) with respect to a Notice of Redemption, it shall so notify the Redeeming Partner elects within five (5) Business Days after the receipt by it of such Notice of Redemption. Unless the Company (in its sole and absolute discretion) shall exercise its right to redeem Tendered purchase Partnership Units for REIT Shares rather than cashfrom the Redeeming Partner pursuant to this Section 8.6(b), then the Operating Partnership Company shall direct the GP Parent to issue and deliver such REIT Shares not have any obligation to the Tendering Party pursuant Redeeming Partner or the Partnership with respect to the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering PartyRedeeming Partner’s exercise of the Redemption Right. In the event the Company shall exercise its right to purchase Partnership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.6(b), the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such Redemption Right, and (ii) such each of the Redeeming Partner, the Partnership and the Company shall treat the transaction shall be treatedbetween the Company and the Redeeming Partner, for federal income tax purposes, as a transfer by sale of the Tendering Party of such Tendered Redeeming Partner’s Partnership Units to the GP Parent in exchange for REIT sharesCompany. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Each Redeeming Partner elects agrees to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making execute such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties Company may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. . In case of any reclassification of the REIT Shares (dincluding any reclassification upon a consolidation or merger in which the Company is the continuing corporation) Any Cash Amount into securities other than REIT Shares, for purposes of this Section 8.6(b), the Company (or its Successor) may thereafter exercise its right to purchase Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of REIT Shares for which such Units could be paid to a Tendering Party purchased pursuant to this Section 8.5 immediately prior to such reclassification. (c) Notwithstanding the provisions of Section 8.6(a) and Section 8.6(b), a Partner shall not be paid entitled to exercise the Redemption Right pursuant to Section 8.6(a) to the extent that the delivery of REIT Shares to such Partner on the Specified Redemption Date; providedDate by the Company pursuant to Section 8.6(b) (regardless of whether or not the Company would in fact exercise its rights under Section 8.6(b)) would (i) be prohibited, however, that as determined in the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued to provide financing to be used to make such payment sole discretion of the Cash Amount. Notwithstanding Company, under the foregoing, the General Partner agrees to use its best efforts to Articles of Incorporation or (ii) cause the closing of the acquisition of Tendered Units hereunder REIT Shares by such Partner to occur as quickly as reasonably possible. (e) Notwithstanding be “integrated” with any other provision distribution of this Agreement, REIT Shares for purposes of complying with the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnership” under section 7704 of the CodeSecurities Act. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) A. Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e8.6(B) and 8.5(f8.6(C) hereof and the provisions of at any agreements time on or after such date as expressly provided for in any agreement entered into between the Operating Partnership and one or more any Limited Partners with respect to Operating Partnership Units held by themPartner, each Limited Partner holding Operating Partnership Units, holder of a Common Unit (if other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, General Partner) shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units (provided that such Partnership Units constitute Common Units) held by such Limited Partner holder at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretion, Partnership; provided that such Operating the Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner holder who is exercising the Redemption Right redemption right (the “Tendering PartyRedeeming Partner”). No Limited Partner may deliver more than two Notices ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption during each calendar yearpursuant to Section 8.6(B). A Limited Partner holder under this Section 8.6(A) may not exercise the Redemption Right for less than 1,000 Operating Partnership Units at any one time or, if such Limited Partner holder holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution distributions paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption. (b) If B. Notwithstanding the General provisions of Section 8.6(A), a Limited Partner elects that exercises the Redemption Right shall be deemed to redeem Tendered have offered to sell the Partnership Units for REIT Shares rather than cashdescribed in the Notice of Redemption to the Operating Partnership, then and the Operating Partnership may, in its sole and absolute discretion, elect to purchase directly and acquire such Partnership Units by paying to the Redeeming Partner either the Cash Amount or the OP Unit Amount, as elected by the Operating Partnership in its sole and absolute discretion, on the Specified Redemption Date, whereupon the Operating Partnership shall direct acquire the GP Parent Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. If the Operating Partnership shall elect to issue exercise its right to purchase Partnership Units under this Section 8.6(B) with respect to a Notice of Redemption, it shall so notify the Redeeming Partner within five Business Days after the receipt by it of such Notice of Redemption. Unless the Operating Partnership (in its sole and deliver such REIT Shares absolute discretion) shall exercise its right to purchase Partnership Units from the Redeeming Partner pursuant to this Section 8.6(B), the Operating Partnership shall not have any obligation to the Tendering Party pursuant Redeeming Partner or the Partnership with respect to the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering PartyRedeeming Partner’s exercise of the Redemption Right. In the event the Operating Partnership shall exercise its right to purchase Partnership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.6(B), the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such Redemption Right, and (ii) such each of the Redeeming Partner, the Partnership and the Operating Partnership shall treat the transaction shall be treatedbetween the Operating Partnership and the Redeeming Partner, for federal income tax purposes, as a transfer by sale of the Tendering Party of such Tendered Redeeming Partner’s Partnership Units to the GP Parent in exchange for REIT sharesOperating Partnership. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Each Redeeming Partner elects agrees to issue REIT Shares (rather than cash) is referred to execute such documents as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties may reasonably require in connection with the issuance of REIT Shares OP Units upon the exercise of the Redemption Right. . In case of any reclassification of OP Units (dincluding, but not limited to, any reclassification upon a consolidation or merger in which the Operating Partnership is the surviving entity) Any Cash Amount into securities other than OP Units, for purposes of this Section 8.6(B), the Operating Partnership (or its successor) may thereafter exercise its right to purchase Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of OP Units for which such Partnership Units could be paid to a Tendering Party purchased pursuant to this Section 8.5 immediately prior to such reclassification. C. Notwithstanding the provisions of Section 8.6(A) and Section 8.6(B), a Partner shall not be paid entitled to exercise the Redemption Right pursuant to Section 8.6(A) to the extent that the delivery of OP Units to such Partner on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does pursuant to Section 8.6(B) (regardless of whether or not constitute a “publicly traded partnership” the Operating Partnership would in fact exercise its rights under section 7704 Section 8.6(B)) would (i) be prohibited, as determined in the sole discretion of the Code. If and when the General Partner determines that imposing such restrictions is necessaryOperating Partnership, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel law or any other agreement applicable to the Operating Partnership or (ii) cause the acquisition of OP Units by such Partner to be “integrated” with any other distribution of OP Units for purposes of complying with the Securities Act. D. Each Partner covenants and agrees that all Partnership Units delivered for redemption shall be delivered to the Partnership free and clear of all liens; and, notwithstanding anything contained herein to the contrary, the Partnership shall be under no obligation to acquire Partnership Units which states are or may be subject to any liens. Each Partner further agrees that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated if any state or local property transfer tax is payable as a “publicly traded Operating Partnership” under section 7704 result of the Codetransfer of its Partnership Units to the Partnership, such Partner shall assume and pay such transfer tax. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner, shall, after holding its Operating their Partnership Units for at least one year, have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “"Redemption”") all or a portion of the Operating Partnership Units held by such Limited Partner in exchange (a “"Redemption Right”") for REIT shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “"Tendered Units”") shall have been outstanding for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “"Tendering Party”"). No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If the General Partner elects to redeem Tendered Units for REIT Shares rather than cash, then the Operating Partnership shall direct the GP Parent General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP ParentGeneral Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s 's exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent General Partner in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “"Applicable Percentage.” " In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent General Partner in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent General Partner as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Aggregate Share Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP ParentGeneral Partner, the Securities Act and relevant state securities or “"blue sky” " laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i1) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Aggregate Share Ownership Limit (or, if applicable the Excepted Holder Limit); (ii2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii3) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Aggregate Share Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv4) Any other documents as the GP Parties General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent General Partner to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Common Share Ownership Limit, the Aggregate Share Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s 's common stock from being owned by less than 100 persons, the General Partner from being “"closely held” " within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “"publicly traded partnership” " under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “"Restriction Notice”") to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “"publicly traded Operating Partnership” partnership" under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) A. Subject to Sections 8.5(b)8.6.B and 8.6.C hereof and on or after such date, 8.5(c)if any, 8.5(d), 8.5(e) and 8.5(f) and the provisions of as expressly provided for in any agreements agreement entered into between the Operating Partnership and one or more any Limited Partners with respect to Operating Partnership Units held by themPartner, each Limited Partner holding Operating Partnership Units, (other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, Company) shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units (provided that such Partnership Units constitute Common Units) held by such Limited Partner at a redemption price per Unit equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one yearPartnership. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General PartnerCompany) by the Limited Partner who is exercising the Redemption Right redemption right (the “Tendering PartyRedeeming Partner”). No Limited Partner may deliver more than two Notices ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Company elects to purchase the Partnership Units subject to the Notice of Redemption during each calendar year. pursuant to Section 8.6.B. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating one thousand (1,000) Partnership Units at any one time or, if such Limited Partner holds less than 1,000 Operating one thousand (1,000) Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution distributions paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such Limited Partner. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6.A shall be cancelled upon such redemption. B. Notwithstanding the provisions of Section 8.6.A, a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Partnership Units described in the Notice of Redemption to the Company, and the Company may, in its sole and absolute discretion, elect to purchase directly and acquire such Partnership Units by paying to the Redeeming Partner either the Cash Amount or the REIT Shares Amount, as elected by the Company (b) in its sole and absolute discretion), on the Specified Redemption Date, whereupon the Company shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. If the General Company shall elect to exercise its right to purchase Partnership Units under this Section 8.6.B with respect to a Notice of Redemption, it shall so notify the Redeeming Partner elects within five (5) Business Days after the receipt by it of such Notice of Redemption. Unless the Company (in its sole and absolute discretion) shall exercise its right to redeem Tendered purchase Partnership Units for REIT Shares rather than cashfrom the Redeeming Partner pursuant to this Section 8.6.B, then the Operating Partnership Company shall direct the GP Parent to issue and deliver such REIT Shares not have any obligation to the Tendering Party pursuant Redeeming Partner or the Partnership with respect to the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering PartyRedeeming Partner’s exercise of the Redemption Right. In the event the Company shall exercise its right to purchase Partnership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.6.B, the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such Redemption Right, and (ii) such each of the Redeeming Partner, the Partnership and the Company shall treat the transaction shall be treatedbetween the Company and the Redeeming Partner, for federal income tax purposes, as a transfer by sale of the Tendering Party of such Tendered Redeeming Partner’s Partnership Units to the GP Parent in exchange for REIT sharesCompany. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Each Redeeming Partner elects agrees to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making execute such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties Company may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. . In case of any reclassification of the REIT Shares (dincluding, but not limited to, any reclassification upon a consolidation or merger in which the Company is the continuing corporation) Any Cash Amount into securities other than REIT Shares, for purposes of this Section 8.6.B, the Company (or its Successor) may thereafter exercise its right to purchase Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of REIT Shares for which such Units could be paid to a Tendering Party purchased pursuant to this Section 8.5 immediately prior to such reclassification. C. Notwithstanding the provisions of Section 8.6.A and Section 8.6.B, a Partner shall not be paid entitled to exercise the Redemption Right pursuant to Section 8.6.A to the extent that the delivery of REIT Shares to such Partner on the Specified Redemption Date; providedDate by the Company pursuant to Section 8.6.B (regardless of whether or not the Company would in fact exercise its rights under Section 8.6.B) would (i) be prohibited, however, that as determined in the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued to provide financing to be used to make such payment sole discretion of the Cash Amount. Notwithstanding Company, under the foregoing, the General Partner agrees to use its best efforts to Declaration of Trust or (ii) cause the closing of the acquisition of Tendered Units hereunder REIT Shares by such Partner to occur as quickly as reasonably possible. (e) Notwithstanding be “integrated” with any other provision distribution of this Agreement, REIT Shares for purposes of complying with the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnership” under section 7704 of the CodeSecurities Act. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner, shall, after holding its Operating their Partnership Units for at least one year, have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Units (other than Special Units), held by such Limited Partner in exchange (a “Redemption Right”) for REIT shares having the same Class designation as the Partnership Units subject to the Redemption Right, issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If the General Partner elects to redeem Tendered Units for REIT Shares having the same Class designation as the Tendered Units rather than cash, then the Operating Partnership shall direct the GP Parent General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP ParentGeneral Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent General Partner in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent General Partner in exchange for a number of REIT Shares having the same Class designation as the Tendered Units equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent General Partner as duly authorized, validly issued, fully paid and accessible REIT Shares having the same Class designation as the Tendered Units, free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of IncorporationCharter) and other restrictions provided in the Article of Incorporation, the bylaws of the GP ParentGeneral Partner, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of IncorporationCharter. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i1) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and; (iii3) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit).; (iv4) With respect to any Cash Amount to be received by a Tendering Party, a waiver and release in a form acceptable to the General Partner; and (5) Any other documents as the GP Parties General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Rightrequire. (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued General Partner to provide financing to be used to make such payment of the Cash Amount, by causing the issuance of additional REIT Shares or otherwise. Notwithstanding the foregoing, the General Partner agrees to use its best commercially reasonable efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Common Share Ownership Limit, the Aggregate Share Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnershippartnership” under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner, shall, after holding its Operating their Partnership Units for at least one year, have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Units (other than Special Units), held by such Limited Partner in exchange (a “Redemption Right”) for REIT shares having the same Class designation as the Partnership Units subject to the Redemption Right, issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If the General Partner elects to redeem Tendered Units for REIT Shares having the same Class designation as the Tendered Units rather than cash, then the Operating Partnership shall direct the GP Parent General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP ParentGeneral Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent General Partner in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent General Partner in exchange for a number of REIT Shares having the same Class designation as the Tendered Units equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent General Partner as duly authorized, validly issued, fully paid and accessible REIT Shares having the same Class designation as the Tendered Units, free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of IncorporationCharter) and other restrictions provided in the Article of IncorporationCharter, the bylaws of the GP ParentGeneral Partner, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of IncorporationCharter. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i1) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and; (iii3) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit).; (iv4) With respect to any Cash Amount to be received by a Tendering Party, a waiver and release in a form acceptable to the General Partner; and (5) Any other documents as the GP Parties General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Rightrequire. (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued General Partner to provide financing to be used to make such payment of the Cash Amount, by causing the issuance of additional REIT Shares or otherwise. Notwithstanding the foregoing, the General Partner agrees to use its best commercially reasonable efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Common Share Ownership Limit, the Aggregate Share Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnershippartnership” under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership Units, other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Units held by such Limited Partner in exchange (a “Redemption Right”) for REIT shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If the General Partner elects to redeem Tendered Units for REIT Shares rather than cash, then the Operating Partnership shall direct the GP Parent to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnership” under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.Applicable

Redemption Right. (a) A. Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e8.6(B) and 8.5(f8.6(C) hereof and the provisions of at any agreements time on or after such date as expressly provided for in any agreement entered into between the Operating Partnership and one or more any Limited Partners with respect to Operating Partnership Units held by themPartner, each Limited Partner holding Operating Partnership Units, holder of a Common Unit (if other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, General Partner) shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units (provided that such Partnership Units constitute Common Units) held by such Limited Partner holder at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretion, Partnership; provided that such Operating the Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner holder who is exercising the Redemption Right redemption right (the “Tendering PartyRedeeming Partner”). No Limited Partner may deliver more than two Notices ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption during each calendar yearpursuant to Section 8.6(B). A Limited Partner holder under this Section 8.6(A) may not exercise the Redemption Right for less than 1,000 Operating Partnership Units at any one time or, if such Limited Partner holder holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution distributions paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption. (b) If B. Notwithstanding the General provisions of Section 8.6(A), a Limited Partner elects that exercises the Redemption Right shall be deemed to redeem Tendered have offered to sell the Partnership Units for REIT Shares rather than cashdescribed in the Notice of Redemption to the Operating Partnership, then and the Operating Partnership may, in its sole and absolute discretion, elect to purchase directly and acquire such Partnership Units by paying to the Redeeming Partner either the Cash Amount or the OP Unit Amount, as elected by the Operating Partnership in its sole and absolute discretion, on the Specified Redemption Date, whereupon the Operating Partnership shall direct acquire the GP Parent Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. If the Operating Partnership shall elect to issue exercise its right to purchase Partnership Units under this Section 8.6(B) with respect to a Notice of Redemption, it shall so notify the Redeeming Partner within five Business Days after the receipt by it of such Notice of Redemption. Unless the Operating Partnership (in its sole and deliver such REIT Shares absolute discretion) shall exercise its right to purchase Partnership Units from the Redeeming Partner pursuant to this Section 8.6(B), the Operating Partnership shall not have any obligation to the Tendering Party pursuant Redeeming Partner or the Partnership with respect to the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering PartyRedeeming Partner’s exercise of the Redemption Right. In the event the Operating Partnership shall exercise its right to purchase Partnership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.6(B), the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such Redemption Right, and (ii) such each of the Redeeming Partner, the Partnership and the Operating Partnership shall treat the transaction shall be treatedbetween the Operating Partnership and the Redeeming Partner, for federal income tax purposes, as a transfer by sale of the Tendering Party of such Tendered Redeeming Partner’s Partnership Units to the GP Parent in exchange for REIT sharesOperating Partnership. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Each Redeeming Partner elects agrees to issue REIT Shares (rather than cash) is referred to execute such documents as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties may reasonably require in connection with the issuance of REIT Shares OP Units upon the exercise of the Redemption Right. . In case of any reclassification of OP Units (dincluding, but not limited to, any reclassification upon a consolidation or merger in which the Operating Partnership is the surviving entity) Any Cash Amount into securities other than OP Units, for purposes of this Section 8.6(B), the Operating Partnership (or its successor) may thereafter exercise its right to purchase Partnership Units for the kind and number of such securities receivable upon such reclassification by a holder of the number of OP Units for which such Partnership Units could be paid to a Tendering Party purchased pursuant to this Section 8.5 shall be paid on immediately prior to such reclassification. In case of any subdivision or reclassification of OP Units into one or more classes or series of OP Units, for purposes of this Section 8.6(B), the Specified Redemption DateOperating Partnership (or its successor) may thereafter exercise its right to purchase Partnership Units for the units of one or more of the classes or series of OP Units that the Operating Partnership (or its successor) selects in its sole discretion; provided, however, that the General economic rights of each unit of the selected classes or series are equivalent to the economic rights of an OP Unit immediately prior to such subdivision or reclassification. C. Notwithstanding the provisions of Section 8.6(A) and Section 8.6(B), a Partner may elect shall not be entitled to cause exercise the Redemption Right pursuant to Section 8.6(A) to the extent that the delivery of OP Units to such Partner on the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does pursuant to Section 8.6(B) (regardless of whether or not constitute a “publicly traded partnership” the Operating Partnership would in fact exercise its rights under section 7704 Section 8.6(B)) would (i) be prohibited, as determined in the sole discretion of the Code. If and when the General Partner determines that imposing such restrictions is necessaryOperating Partnership, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel law or any other agreement applicable to the Operating Partnership or (ii) cause the acquisition of OP Units by such Partner to be “integrated” with any other distribution of OP Units for purposes of complying with the Securities Act. D. Each Partner covenants and agrees that all Partnership Units delivered for redemption shall be delivered to the Partnership free and clear of all liens; and, notwithstanding anything contained herein to the contrary, the Partnership shall be under no obligation to acquire Partnership Units which states are or may be subject to any liens. Each Partner further agrees that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated if any state or local property transfer tax is payable as a “publicly traded Operating Partnership” under section 7704 result of the Codetransfer of its Partnership Units to the Partnership, such Partner shall assume and pay such transfer tax. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner, shall, after holding its Operating their Partnership Units for at least one year, have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Units held by such Limited Partner in exchange (a “Redemption Right”) for REIT shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If the General Partner elects to redeem Tendered Units for REIT Shares rather than cash, then the Operating Partnership shall direct the GP Parent General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP ParentGeneral Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent General Partner in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent General Partner in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent General Partner as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Aggregate Share Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP ParentGeneral Partner, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i1) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Aggregate Share Ownership Limit (or, if applicable the Excepted Holder Limit); (ii2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii3) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Aggregate Share Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv4) Any other documents as the GP Parties General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent General Partner to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Common Share Ownership Limit, the Aggregate Share Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section Section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section Section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnershippartnership” under section Section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner, shall, after holding its Operating their Partnership Units for at least one year, have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Units (other than Special Units), held by such Limited Partner in exchange (a “Redemption Right”) for REIT shares having the same Class designation as the Partnership Units subject to the Redemption Right, issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). Notwithstanding the foregoing, the Special OP Unitholders and the Advisor shall have the right to require the Partnership to redeem all or a portion of their Partnership Units pursuant to this Section 8.5 at any time irrespective of the period the Partnership Units have been held by the Special OP Unitholders or the Advisor. The Partnership shall redeem any such Partnership Units of the Special OP Unitholders or the Advisor for the Cash Amount unless the board of directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Partnership Units will be redeemed for an amount of REIT Shares having the same Class designation as the Tendered Units with an aggregate NAV equivalent to the aggregate NAV of such Partnership Units. No Limited Partner Partner, other than the Special OP Unitholders and the Advisor, may deliver more than two Notices of Redemption during each calendar year. A Limited Partner other than the Special OP Unitholders and the Advisor may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If the General Partner elects to redeem Tendered Units for REIT Shares having the same Class designation as the Tendered Units rather than cash, then the Operating Partnership shall direct the GP Parent General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP ParentGeneral Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent General Partner in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent General Partner in exchange for a number of REIT Shares having the same Class designation as the Tendered Units equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent General Partner as duly authorized, validly issued, fully paid and accessible REIT Shares having the same Class designation as the Tendered Units, free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of IncorporationCharter) and other restrictions provided in the Article of IncorporationCharter, the bylaws of the GP ParentGeneral Partner, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of IncorporationCharter. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i1) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and; (iii3) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit).; (iv4) With respect to any Cash Amount to be received by a Tendering Party, a waiver and release in a form acceptable to the General Partner; and (5) Any other documents as the GP Parties General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Rightrequire. (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued General Partner to provide financing to be used to make such payment of the Cash Amount, by causing the issuance of additional REIT Shares or otherwise. Notwithstanding the foregoing, the General Partner agrees to use its best commercially reasonable efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Common Share Ownership Limit, the Aggregate Share Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnershippartnership” under section 7704 of the Code. (f) A redemption fee may be charged (other than to the Advisor, Special OP Unitholders and their respective affiliates) in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) Subject to Sections 8.5(b8.05(b), 8.5(c8.05(c), 8.5(d8.05(d), 8.5(e) and 8.5(f) 8.05(e), and the provisions of any agreements agreement between the Operating Partnership and one or more any Limited Partners Partner with respect to Operating Partnership Units held by themsuch Limited Partners, each such Limited Partner, but not any UDR Partner holding Operating Partnership Units, other than the GP Parenta Unit Purchasing UDR Partner, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date, all or a portion of the Operating Partnership Units held by such Limited Partner at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretionPartnership, provided provided, that such Operating Partnership Units (other than the “Tendered Units”Partnership Units acquired from a decedent) shall have been outstanding for at least one year. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Redemption Right (the “Tendering PartyRedeeming Partner”). No ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.05(b); and provided, further, that no Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Except as otherwise provided in Section 8.05(h), the Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If Notwithstanding the provisions of Section 8.05(a) and subject to Section 8.06, a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Partnership Units described in the Notice of Redemption to the General Partner, and the General Partner elects may, in its sole and absolute discretion but subject to redeem Tendered the last sentence of this subsection (b), elect to purchase directly and acquire such Partnership Units for by paying to the Redeeming Partner either the Cash Amount or the REIT Shares rather than cash, then the Operating Partnership shall direct the GP Parent to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposesAmount, as a transfer elected by the Tendering Party of such Tendered Units to the GP Parent in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable its sole and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cashabsolute discretion), on the Specified Redemption Date, whereupon the Tendering Party General Partner shall sell acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such number Partnership Units. If, unless prohibited by the provisions of Section 8.06, the Tendered General Partner shall elect to exercise its right to purchase Partnership Units under this Section 8.05(b) with respect to a Notice of Redemption, it shall so notify the GP Parent in exchange for a number Redeeming Partner within five Business Days after the receipt by the General Partner of REIT Shares equal to such Notice of Redemption. Such notice shall indicate whether the product of General Partner will pay the REIT Shares Cash Amount and the Applicable Percentage. The product of the Applicable Percentage and or the REIT Shares Amount, if applicable, . Unless the General Partner (in its sole and absolute discretion) shall be delivered by exercise its right to purchase Partnership Units from the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights Redeeming Partner pursuant to this Section 8.58.05(b), the Tendering Party General Partner shall submit not have any obligation to the following Redeeming Partner or the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. In the event the General Partner shall exercise its right to purchase Partnership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.05(b), the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such Redemption Right (unless the General Partner shall default in its obligation to deliver the REIT Shares Amount), and each of the Redeeming Partner, the Partnership, and the General Partner shall treat the transaction between the General Partner and the Redeeming Partner for federal income tax purposes as a sale of the Redeeming Partner’s Partnership Units to the General Partner, in addition . Each Redeeming Partner agrees to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) execute such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties Partnership may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (c) Notwithstanding the provisions of Section 8.05(a) and 8.05(b), a Limited Partner shall not be entitled to exercise the Redemption Right if the delivery of REIT Shares to such Partner on the Specified Redemption Date by the Company pursuant to Section 8.05(b) (regardless of whether or not the Company would in fact exercise its rights under Section 8.05(b)) would (i) result in REIT Shares being owned by fewer than 100 persons (determined without reference to any rules of attribution), (ii) result in the Company being “closely held” within the meaning of Section 856(h) of the Code, (iii) cause the Company to own, directly or constructively, 10% or more of the ownership interests in a tenant of the Company’s, the Partnership’s or a Subsidiary’s real property, within the meaning of Section 856(d)(2)(B) of the Code, (iv) in the good faith opinion of the Board of Directors of the Company, otherwise disqualify the Company as a REIT, or (v) in the opinion of counsel for the Company, constitute or result in a violation of Section 5 of the Securities Act, or cause the acquisition of REIT Shares by such Partner to be “integrated” with any other distribution of REIT Shares for purposes of complying with the registration provisions of the Securities Act. The Company, in its sole and absolute discretion, may waive the restriction on redemption set forth in this Section 8.05(c); provided, however, that in the event such restriction is waived, the Redeeming Partner shall be paid the Cash Amount by the Partnership. (d) Any Cash Amount to be paid by the Partnership to a Tendering Party Redeeming Partner pursuant to this Section 8.5 8.05(a), and any Cash Amount or REIT Shares Amount to be paid by the General Partner to a Redeeming Partner pursuant to Section 8.05(b), shall be paid on within 20 Business Days after the Specified initial date of receipt by the General Partner of the Notice of Redemption Daterelating to the Partnership Units to be redeemed; provided, however, that the General Partner such 20 Business Day period may elect to cause the Specified Redemption Date to be delayed extended for up to an additional 180 days 180-day period to the extent required for the GP Parent Company to cause additional REIT Shares issue and sell securities the proceeds of which will be contributed to be issued the Partnership to provide financing to be used to make such cash for payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered redeemed Partnership Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall may place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary necessary, at the sole option and election of the General Partner, to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section Section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership UnitsPartners, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, such restrictions are necessary in order to avoid having the Operating Partnership be being treated as a “publicly traded Operating Partnershippartnership” under section Section 7704 of the Code. (f) A redemption fee The Conversion Factor shall be adjusted from time to time as follows: (i) In the event that the Company (A) declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares, (B) subdivides its outstanding REIT Shares, or (C) combines its outstanding REIT Shares into a smaller number of REIT Shares, the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of REIT Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on such date; provided, however, that notwithstanding the foregoing, if the Company declares or pays a dividend on its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of its outstanding REIT Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares (including a dividend in which stockholders may elect to receive all or a portion of such dividend in cash (other than pursuant to a dividend reinvestment program)), no adjustment shall be charged made if, promptly thereafter, with respect to any dividend or distribution with respect to REIT Shares, the Partnership pays a distribution with respect to each Partnership Unit consisting of a number of Partnership Units (or fraction thereof) equal to the product of (i) the quotient obtained by dividing (a) the aggregate number of REIT Shares paid by the Company as a dividend to all stockholders, by (b) the aggregate number of REIT Shares outstanding as of the close of business on the record date for such dividend, and (ii) the number of REIT Shares for which such Partnership Unit is then redeemable pursuant to Section 8.05. (ii) In the event that the Company declares or pays a dividend or other distribution on its outstanding REIT Shares (other than (a) ordinary cash dividends or (b) dividends payable in REIT Shares that give rise to an adjustment in the Conversion Factor under subsection (i) hereof) and the Value of the REIT Shares on the first (1st) trading day following the record date (“Record Date”) for such dividend or distribution (the “Post-Distribution Value”) is less than the Value of the REIT Shares on the Business Day immediately preceding such Record Date (the “Pre-Distribution Value”), then the Conversion Factor in effect after the Record Date shall be adjusted by multiplying the Conversion Factor in effect prior to the Record Date by a fraction, the numerator of which is the Pre-Distribution Value and the denominator of which is the Post-Distribution Value, provided. however, that no adjustment shall be made if (a) with respect to any cash dividend or distribution with respect to REIT shares, the Partnership distributes with respect to each Partnership Unit an amount equal to the amount of such dividend or distribution multiplied by the Conversion Factor or (b) with respect to any dividend or distribution of securities or property other than cash, the Partnership distributes with respect to each Partnership Unit an amount of securities or other property equal to the amount distributed with respect to each REIT share multiplied by the Conversion Ratio or a partnership interest or other security readily convertible into such securities or other property. (iii) Any adjustment to the Conversion Factor shall become effective immediately after the effective date of any of the events described in subsections (i) and (ii), retroactive to the record date, if any, for such event, provided, however, that if the Partnership receives Notice of Redemption after the record date, but prior to the payment date or effective date, of any dividend, distribution, subdivision or combination referred to in subsection (i) or (ii), the Conversion Factor shall be determined as if the Company had received the Notice of Exchange immediately prior to the record date for such dividend, distribution, subdivision or combination. (iv) If the Company or any other entity shall cease to be the General Partner Entity (the “Predecessor Entity”) in a Transaction that complies with the requirements of Section 7.01(c) and another entity that is a real estate investment trust whose common stock is Publicly Traded shall become the General Partner Entity (the “Successor Entity”), the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which is the Value of one share of common stock of the Predecessor Entity, determined as of the date when the Successor Entity becomes the General Partner Entity, and the denominator of which is the Value of one share of common stock of the Successor Entity, determined as of that same date, except in any case where substantially concurrently with the consummation of such Transaction the Partnership shall merge with a successor entity that is affiliated with the Successor Entity in accordance with the provisions of Section 7.01(c) and the Outside Partners shall be entitled to receive in connection with an exercise such merger interests or units in such successor entity with respect to which the Outside Partners have rights of Redemption Rights redemption in which the value of each such interest or unit to be redeemed shall be determined in a manner that is calculated by reference to the value of one share of the Publicly Traded common stock of the Successor Entity, in which case the Conversion Factor shall thereafter be 1.0 until such time as it may be adjusted pursuant to this Section 8.58.05(f). If any shareholders of the Predecessor Entity will receive consideration in connection with the Transaction in which the Successor Entity becomes the General Partner Entity, the numerator in the fraction described above for determining the adjustment to the Conversion Factor (that is, the Value of one share of common stock of the Predecessor Entity) shall be the sum of the greatest amount of cash and the fair market value (as determined in good faith by the General Partner) of any securities and other consideration that the holder of one share of common stock of the Predecessor Entity could have received in such Transaction (determined without regard to any provisions governing fractional shares).

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership Units, other than the GP Parent, shallGeneral Partner, after holding its Operating Class E Partnership Units (which include, for purposes of this Section 8.5, Partnership Units that were unclassified in the Prior Agreement) for at least one year, shall have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Class E Partnership Units held by such Limited Partner in exchange (a “Redemption Right”) for Class E REIT shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Operating Class E Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). Within 15 days of receipt of a Notice of Redemption, the Partnership will send to the Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Class E Partnership Units will be redeemed for Class E REIT shares or the Cash Amount. In either case, the Limited Partner shall be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Class E Partnership Units or, if such Limited Partner holds less than 1,000 Operating Class E Partnership Units, all of the Operating Class E Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Class E Partnership Units so redeemed, to receive any distribution paid with respect to Operating Class E Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If the General Partner elects to redeem Tendered Units for Class E REIT Shares rather than cash, then the Operating Partnership shall direct the GP Parent General Partner to issue and deliver such Class E REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP ParentGeneral Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent General Partner in exchange for Class E REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue Class E REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for Class E REIT Shares, Shares rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent General Partner in exchange for a number of Class E REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent General Partner as duly authorized, validly issued, fully paid and accessible Class E REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Aggregate Share Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP ParentGeneral Partner, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i1) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Aggregate Share Ownership Limit (or, if applicable the Excepted Holder Limit); (ii2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii3) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Aggregate Share Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv4) Any other documents as the GP Parties General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Rightrequire. (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent General Partner to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Common Share Ownership Limit, the Aggregate Share Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnershippartnership” under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) Subject to Sections 8.5(bSection 7.4(b) and Section 7.4(c), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by themPartners, each Limited Partner holding Operating Partnership Units, other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein"Redemption Right") to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Common Partnership Units held by such Limited Partner at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, to be paid by the Partnership. The Partnership shall have up to one (1) year (the "Payout Period") following exercise of a Redemption Right to pay the Cash Amount to the Limited Partner who is exercising the redemption right (the "Redeeming Partner"). From and after the Specified Redemption Date, as determined the Cash Amount (or portion thereof) due and payable to a Redeeming Partner with respect to such Redeeming Partner's exercise of its Redemption Right shall bear interest at the rate equal to the lower of (i) the Company's annual dividend rate on REIT Common Shares for the prior twelve (12) month period, or (ii) eight percent (8%) per annum, until the Cash Amount (or portion thereof) shall be paid in full by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one yearPartnership. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar yearRedeeming Partner. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating one thousand (1,000) Common Partnership Units or, if such Limited Partner holds less than 1,000 Operating one thousand (1,000) Common Partnership Units, less than all of the Operating Common Partnership Units held by such Partner. The Tendering Party Moreover, a Limited Partner may not exercise the Redemption Right more than once per calendar quarter, PROVIDED, HOWEVER, that the General Partner may amend this Section 7.4(a) to limit the number of exercises of the Redemption Right by the Limited Partners to not less than once per calendar year. Neither the Redeeming Partner nor any permitted or purported assignee of any Limited Partner shall have no any right with respect to any Common Partnership Units so redeemed to receive any distributions paid after the Specified Redemption Date. Neither the Redeeming Partner nor any permitted or purported assignee of any Limited Partner shall have any right, with respect to any Operating Common Partnership Units so redeemed, to receive any distribution distributions paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If . Each Redeeming Partner agrees to provide such representations and related indemnities regarding good and unencumbered title, and to execute such documents, as the General Partner elects to redeem Tendered Units for REIT Shares rather than cash, then the Operating Partnership shall direct the GP Parent to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Rightany redemption. (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnership” under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) Subject to Sections 8.5(b), Section 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by themSection 9.8, each Limited Partner holding Operating who holds Common Partnership Units (including Limited Partners who have obtained Common Partnership Units through the exercise of conversion rights, if any, applicable to their Preferred Partnership Units), other than the GP ParentGeneral Partner, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein"Redemption Right") to require the Operating Partnership on a Specified Redemption Date to either (i) redeem (a “Redemption”) all or a portion of the Operating Common Partnership Units held by such Limited Partner in at a redemption price equal to Cash Amount or (ii) to exchange (all or a “Redemption Right”) portion of the Common Partnership Units held by such Limited Partner for REIT shares issuable on, or Shares at a ratio equal to the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one yearConversion Factor. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) Partner by the Limited Partner who is exercising the Redemption Right (the “Tendering Party”"Redeeming Partner"). No , provided that no more than two (2) Notices of Redemption from any single Limited Partner may deliver more than two Notices of Redemption be delivered to the General Partner during each calendar year. A No such Limited Partner may not exercise the Redemption Right for less than 1,000 Operating five hundred (500) Common Partnership Units or, if such Limited Partner holds less than 1,000 Operating five hundred (500) Common Partnership Units, all of the Operating Common Partnership Units held by such Limited Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Common Partnership Units so redeemed, to receive any distribution paid with respect to Operating Common Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. Notwithstanding the preceding sentence to the contrary, if the Partnership or the General Partner elects under Section 8.5(c) to extend the payment date for the Cash Amount, then to the extent a Partnership Record Date occurs between the Specified Redemption Date and the date such Cash Amount is paid, the Redeeming Partner shall receive the distribution relating to such Partnership Record Date with respect to such Common Partnership Units being redeemed. (b) If Notwithstanding the provisions of Section 8.5(a), the General Partner elects to redeem Tendered Units for REIT Shares rather than cashmay, then the Operating Partnership shall direct the GP Parent to issue in its sole and deliver such REIT Shares absolute discretion, assume directly and satisfy a Redemption Right by paying to the Tendering Party pursuant to Redeeming Partner the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, Amount on the Specified Redemption Date, whereupon the Tendering Party General Partner shall sell acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such number Common Partnership Units. In the event the General Partner shall exercise its right to satisfy the Redemption Right in the manner described in the preceding sentence, the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner's exercise of the Tendered Redemption Right, and each of the Redeeming Partner, the Partnership, and the General Partner shall treat the transaction between the General Partner and the Redeeming Partner as a sale of the Redeeming Partner's Common Partnership Units to the GP Parent in exchange General Partner for a number of REIT Shares equal federal income tax purposes. Each Redeeming Partner agrees to the product of the REIT Shares Amount execute such documents and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent take such other actions as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (dc) The Partnership or the General Partner, as the case may be, shall pay the Cash Amount to a Redeeming Partner as the Redemption Amount for such Limited Partner if: (i) the acquisition of REIT Shares by such Limited Partner on the Specified Redemption Date would (A) result in such Limited Partner or any other person owning, directly or indirectly REIT Shares in excess of the "Ownership Limit," as defined in the Articles of Incorporation, (B) result in REIT Shares being owned by fewer than one hundred (100) persons (determined as provided by Section 856(a)(5) of the Code), except as provided in the Articles of Incorporation, (C) result in the General Partner being "closely held" within the meaning of Section 856(h) of the Code, (D) cause the Company to own, directly or constructively, ten percent (10%) or more of the ownership interests in a tenant of the Company's or the Partnership's real property, within the meaning of Section 856(d)(2)(B) of the Code, or (E) cause the acquisition of REIT Shares by such Partner to be "integrated" with any other distribution of REIT Shares or other securities of the Company for purposes of complying with the registration provisions of the Securities Act; (ii) there is not an effective registration statement on file with the Commission covering the Redemption Shares to be issued upon the redemption of the Partnership Units described in the Notice of Redemption for such Redeeming Partner (a) as of the Specified Redemption Date, if the Cash Amount is less than the Threshold Cash Amount, and (b) within 45 days of the Specified Redemption Date (and if such date is not a Business Day, then the next Business Day) if the Cash Amount is more than the Threshold Cash Amount; or (iii) the Partnership or the General Partner, as the case may be, so elects in its sole discretion. Any Cash Amount to be paid to a Tendering Party Redeeming Partner pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that if the General Partner may elect Cash Amount to cause be paid to all Limited Partners who have sent a Notice of Redemption during the period from the date of receipt of the initial Notice of Redemption triggering a Specified Redemption Date to and such Specified Redemption Date exceeds $500,000 (the "Threshold Cash Amount"), then such payment date may be delayed extended for up to an additional 180 one hundred eighty (180) days to the extent required for the GP Parent General Partner to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees and the Partnership agree to use its their best efforts to cause the closing of the acquisition of Tendered redeemed Partnership Units hereunder to occur as quickly as reasonably possiblepossible without incurring unreasonable expense. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnership” under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (ai) Subject Upon the terms and subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by themconditions set forth in this Section 4.6, each Limited Partner holding Operating Partnership Units, of the Members (other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, have PubCo Holdings Group) (the right (subject “Redeeming Member”) shall be entitled to cause the terms and conditions set forth herein) to require the Operating Partnership Company to redeem all or a portion of such Member’s Units (together with the surrender and delivery of the same number of Class B Shares) for an equivalent number of Class A Shares (a “Redemption”) all or a portion or, at the Company’s election made in accordance with Section 4.6(a)(iii), cash equal to the Cash Election Amount calculated with respect to such Redemption. Absent the prior written consent of the Operating Partnership Units held by such Limited Partner in exchange (a “Redemption Right”) for REIT shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no rightManaging Member, with respect to any Operating Partnership Units so redeemedeach Redemption, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. a Redeeming Member shall be (bA) If the General Partner elects required to redeem Tendered Units for REIT Shares rather than cash, then the Operating Partnership shall direct the GP Parent to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent in exchange for at least a number of REIT Shares Units equal to the product lesser of [●]1 Units and all of the REIT Shares Amount Units then held by such Redeeming Member and the Applicable Percentage(B) permitted to effect a Redemption of Units no more frequently than once per calendar quarter. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General PartnerManaging Member may, in addition its discretion, adopt a policy to the Notice limit quarterly exchanges to a particular date or period during each quarter by providing notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect limitation to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares all Members prior to the closing beginning of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amountrelevant quarter. Notwithstanding the foregoing, and subject to Section 4.6(j), a Redeeming Member may exercise its Redemption right (x) with respect to at least [●]2 Units at any time and (y) with respect to any of such Member’s Units if such Redemption right is exercised in connection with a valid exercise of such Member’s rights to have the General Partner agrees Class A Shares issuable in connection with such Redemption to use its best efforts participate in an offering of securities pursuant to cause the closing Section 2 of the acquisition Registration Rights Agreement. Upon the Redemption of Tendered Units hereunder all of a Member’s Units, such Member shall, for the avoidance of doubt, cease to occur as quickly as reasonably possiblebe a Member of the Company. (eii) Notwithstanding any other provision of this AgreementIn order to exercise the redemption right under Section 4.6(a)(i), the General Partner Redeeming Member shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt provide written notice thereof (a the “Restriction Redemption Notice”) to each the Company, with a copy to PubCo (the date of delivery of such Redemption Notice, the “Redemption Notice Date”), stating: (A) the number of Units (together with the surrender and delivery of an equal number of Class B Shares) the Redeeming Member elects to have the Company redeem; (B) if the Class A Shares to be received are to be issued other than in the name of the Limited Partners holding Operating Partnership UnitsRedeeming Member, the name(s) of the Person(s) in whose name or on whose order the Class A Shares are to be issued; (C) whether the exercise of the redemption right is to be contingent (including as to timing) upon the closing of a Public Offering of the Class A Shares for which notice shall the Units will be accompanied by a copy redeemed or the closing of an opinion of counsel announced merger, consolidation or other transaction or event to which PubCo is a party in which the Operating Partnership which states thatClass A Shares would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property (such contingency, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnership” under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.Contingency”); and

Redemption Right. (a) A. Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e8.6(B) and 8.5(f8.6(C) hereof and the provisions of at any agreements time on or after such date as expressly provided for in any agreement entered into between the Operating Partnership and one or more any Limited Partners with respect to Operating Partnership Units held by themPartner, each Limited Partner holding Operating Partnership Units, holder of a Common Unit (if other than the GP ParentGeneral Partner), shallincluding a holder of any LTIP Units that are converted into Common Units, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units (provided that such Partnership Units constitute Common Units) held by such Limited Partner holder at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretion, Partnership; provided that such Operating the Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner holder who is exercising the Redemption Right redemption right (the “Tendering PartyRedeeming Partner”). No Limited Partner may deliver more than two Notices ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Company elects to purchase the Partnership Units subject to the Notice of Redemption during each calendar yearpursuant to Section 8.6(B). A Limited Partner holder under this Section 8.6(A) may not exercise the Redemption Right for less than 1,000 Operating Partnership Units at any one time or, if such Limited Partner holder holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution distributions paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If . The Assignee of any holder herein may exercise the General rights of such Limited Partner elects to redeem Tendered Units for REIT Shares rather than cash, then the Operating Partnership shall direct the GP Parent to issue and deliver such REIT Shares to the Tendering Party pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the terms set forth exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.5(b8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption. B. Notwithstanding the provisions of Section 8.6(A), a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Partnership Units described in which casethe Notice of Redemption to the Company, (iand the Company may, in its sole and absolute discretion, elect to purchase directly and acquire such Partnership Units by paying to the Redeeming Partner either the Cash Amount or the REIT Shares Amount, as elected by the Company in its sole and absolute discretion, on the Specified Redemption Date, whereupon the Company shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. If the Company shall elect to exercise its right to purchase Partnership Units under this Section 8.6(B) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto to a Notice of Redemption, it shall so notify the Redeeming Partner within five Business Days after the receipt by it of such Notice of Redemption. Unless the Company (in its sole and absolute discretion) shall satisfy exercise its right to purchase Partnership Units from the Tendering PartyRedeeming Partner pursuant to this Section 8.6(B), the Company shall not have any obligation to the Redeeming Partner or the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. In the event the Company shall exercise its right to purchase Partnership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.6(B), the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such Redemption Right, and (ii) such each of the Redeeming Partner, the Partnership and the Company shall treat the transaction shall be treatedbetween the Company and the Redeeming Partner, for federal income tax purposes, as a transfer by sale of the Tendering Party of such Tendered Redeeming Partner’s Partnership Units to the GP Parent in exchange for REIT sharesCompany. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Each Redeeming Partner elects agrees to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making execute such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties Company may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. . In case of any reclassification of the REIT Shares (dincluding, but not limited to, any reclassification upon a consolidation or merger in which the Company is the continuing corporation) Any Cash Amount into securities other than REIT Shares, for purposes of this Section 8.6(B), the Company (or its successor) may thereafter exercise its right to purchase Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of REIT Shares for which such Partnership Units could be paid to a Tendering Party purchased pursuant to this Section 8.5 immediately prior to such reclassification. C. Notwithstanding the provisions of Section 8.6(A) and Section 8.6(B), a Partner shall not be paid entitled to exercise the Redemption Right pursuant to Section 8.6(A) to the extent that the delivery of REIT Shares to such Partner on the Specified Redemption Date; providedDate by the Company pursuant to Section 8.6(B) (regardless of whether or not the Company would in fact exercise its rights under Section 8.6(B)) would (i) be prohibited, however, that as determined in the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued to provide financing to be used to make such payment sole discretion of the Cash Amount. Notwithstanding Company, under the foregoing, the General Partner agrees to use its best efforts to Charter or (ii) cause the closing of the acquisition of Tendered Units hereunder REIT Shares by such Partner to occur as quickly as reasonably possiblebe “integrated” with any other distribution of REIT Shares for purposes of complying with the Securities Act. (e) Notwithstanding any other provision D. Each Partner covenants and agrees that all Partnership Units delivered for redemption shall be delivered to the Partnership free and clear of this Agreementall liens; and, notwithstanding anything contained herein to the contrary, the General Partnership shall be under no obligation to acquire Partnership Units which are or may be subject to any liens. Each Partner further agrees that, if any state or local property transfer tax is payable as a result of the transfer of its Partnership Units to the Partnership, such Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit assume and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing pay such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnership” under section 7704 of the Codetransfer tax. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) Subject to Sections 8.5(b8.05(b), 8.5(c8.05(c), 8.5(d8.05(d), 8.5(e) and 8.5(f8.05(e) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Common Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Common Partnership Units held by such Limited Partner at an exchange price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretionPartnership, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right requesting redemption (the “Tendering PartyRedeeming Partner”). No ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.05(b); and provided, further, that no Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Common Partnership Units or, if such Limited Partner holds less than 1,000 Operating Common Partnership Units, all of the Operating Common Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemedexchanged, to receive any distribution paid with respect to Operating Common Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If Notwithstanding the provisions of Section 8.05(a), a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Partnership Units described in the Notice of Redemption to the General Partner, and the General Partner elects may, in its sole and absolute discretion, elect to redeem Tendered purchase directly and acquire such Partnership Units for by paying to the Redeeming Partner either the Cash Amount or the REIT Shares rather than cash, then the Operating Partnership shall direct the GP Parent to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposesAmount, as a transfer elected by the Tendering Party of such Tendered Units to the GP Parent in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable its sole and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cashabsolute discretion), on the Specified Redemption Date, whereupon the Tendering Party General Partner shall sell such number of acquire the Tendered Partnership Units to offered for exchange by the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount Redeeming Partner and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered treated for all purposes of this Agreement as the owner of such Partnership Units. If the General Partner shall elect to exercise its right to purchase Partnership Units under this Section 8.05(b) with respect to a Notice of Redemption, it shall so notify the Redeeming Partner within five Business Days after the receipt by the GP Parent as duly authorized, validly issued, fully paid General Partner of such Notice of Redemption. Unless the General Partner (in its sole and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than absolute discretion) shall exercise its right to purchase Partnership Units from the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights Redeeming Partner pursuant to this Section 8.58.05(b), the Tendering Party General Partner shall submit not have any obligation to the following Redeeming Partner or the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. In the event the General Partner shall exercise its right to purchase Partnership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.05(b), the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such Redemption Right, and each of the Redeeming Partner, the Partnership, and the General Partner, as the case may be, shall treat the transaction between the General Partner, as the case may be, and the Redeeming Partner for federal income tax purposes as a sale of the Redeeming Partner’s Partnership Units to the General Partner, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) case may be. Each Redeeming Partner agrees to execute such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (c) Notwithstanding the provisions of Section 8.05(a) and 8.05(b), a Limited Partner shall not be entitled to exercise the Redemption Right if the delivery of REIT Shares to such Partner on the Specified Redemption Date by the General Partner pursuant to Section 8.05(b) (regardless of whether or not the General Partner would in fact exercise its rights under Section 8.05(b)) would (i) result in such Partner or any other person owning, directly or indirectly, REIT Shares in excess of the Ownership Limitation (as defined in the Articles of Incorporation) and calculated in accordance therewith, except as provided in the Articles of Incorporation, (ii) result in REIT Shares being owned by fewer than 100 persons (determined without reference to any rules of attribution), except as provided in the Articles of Incorporation, (iii) result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code, (iv) cause the General Partner to own, directly or constructively, 10% or more of the ownership interests in a tenant of the General Partner’s, the Partnership’s, or a Subsidiary Partnership’s, real property, within the meaning of Section 856(d)(2)(B) of the Code, or (v) cause the acquisition of REIT Shares by such Partner to be “integrated” with any other distribution of REIT Shares for purposes of complying with the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”). The General Partner, in its sole and absolute discretion, may waive the restriction on exchange set forth in this Section 8.05(c); provided, however, that in the event such restriction is waived, the Redeeming Partner shall be paid the Cash Amount. (d) Any Cash Amount to be paid to a Tendering Party an Redeeming Partner pursuant to this Section 8.5 8.05 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent General Partner to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered exchanged Partnership Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership UnitsPartners, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be being treated as a “publicly traded Operating Partnershippartnership” under section 7704 of the Code. (f) A The receipt of a request for redemption fee may with respect to REIT Shares held by stockholders of the General Partner (a “REIT Notice”) shall be charged in connection with deemed to be a Notice of Redemption given by the General Partner to the Partnership and an exercise of the Redemption Rights Right with respect to a number of Partnership Units equal to the number of REIT Shares identified in the REIT Notice. With respect to any Redemption Right exercised by the General Partner pursuant to this Section 8.58.05(f), the General Partner will elect for payment of the Redemption Amount by the Partnership to the General Partner to be the Cash Amount.

Redemption Right. (a) Subject to Sections 8.5(b8.4(b), 8.5(c8.4(c), 8.5(d8.4(d), 8.5(e8.4(e), 8.4(f) and 8.5(f) and 8.5 hereof, the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner, shall, after holding its Operating Partnership Units for at least one yearyear (other than the Advisor and its Affiliates), have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Units (other than Special OP Units), held by such Limited Partner (such Units, the “Tendered Units”), in exchange (a “Redemption Right”) ), alternatively, for either REIT shares issuable on, Shares or the Cash Amount payable on, the Specified Redemption DateAmount, as determined by the General Partner in its sole discretion. The consideration payable in respect of Tendered Units shall be issued or paid, provided that such Operating Partnership Units (as the “Tendered Units”) shall have been outstanding for at least one yearcase may be, on the Specified Redemption Date. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If the General Partner elects to redeem cause the Tendered Units to be exchanged for REIT Shares rather than cashthe Cash Amount, then the Operating Partnership shall direct the GP Parent General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b8.4(b), in which case, (i) the GP ParentGeneral Partner, acting as a distinct legal entity, shall assume directly the Partnership’s redemption obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent General Partner in exchange for REIT sharesShares. The percentage of the Tendered Units tendered which are to be so exchanged for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cashthe Cash Amount) is referred to as the “Applicable Percentage.” In making such election to acquire exchange Tendered UnitsUnits for cash or REIT Shares, the Operating Partnership General Partner shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects General Partner determines to redeem any number of Tendered Units for REIT Shares, rather than cashthe Cash Amount, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent General Partner in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product Such amount of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent General Partner as duly authorized, validly issued, fully paid and accessible nonassessable REIT Shares Shares, free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of IncorporationCharter) and other restrictions provided in the Article Articles of Incorporation, the bylaws of the GP ParentGeneral Partner, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a8.4(a) and this Section 8.5(b8.4(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of IncorporationCharter. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.58.4, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(18.4(c)(i) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 8.4 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued General Partner to provide financing to be used to make such payment of the Cash Amount, by causing the issuance of additional REIT Shares or otherwise. Notwithstanding the foregoing, the General Partner agrees to use its best commercially reasonable efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (ai) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (bii) the General Partner’s common stock from being owned by less than 100 persons, (iii) the General Partner from being “closely held” within the meaning of section 856(h) of the Code, (iv) violations or what would be likely to constitute a violation of any applicable federal or state securities law, (v) violations of any provision of the General Partner’s Charter or Bylaws and (vi) as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnershippartnership” under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.58.4.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner, shall, after holding its Operating their Partnership Units for at least one year, have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Units held by such Limited Partner in exchange (a “Redemption Right”) for REIT shares having the same Class designation as the Partnership Units subject to the Redemption Right, issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). Notwithstanding the foregoing, the Special OP Unitholders, the Advisor, any Person to whom the Special OP Unitholders or the Advisor transfers Partnership Units or Special Partnership Units (each, a “Special Transferee” and, collectively with the Special OP Unitholders and the Advisor, the “Sponsor Parties”) shall have the right to require the Partnership to redeem all or a portion of their Partnership Units pursuant to this Section 8.5 at any time irrespective of the period the Partnership Units have been held by such Limited Partner. The Partnership shall redeem any such Partnership Units of the Sponsor Parties for the Cash Amount unless the board of directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Partnership Units will be redeemed for an amount of REIT Shares having the same Class designation as the Tendered Units with an aggregate NAV equivalent to the aggregate NAV of such Partnership Units. No Limited Partner Partner, other than the Sponsor Parties, may deliver more than two Notices of Redemption during each calendar year. A Limited Partner other than the Sponsor Parties may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If the General Partner elects to redeem Tendered Units for REIT Shares having the same Class designation as the Tendered Units rather than cash, then the Operating Partnership shall direct the GP Parent General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP ParentGeneral Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent General Partner in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent General Partner in exchange for a number of REIT Shares having the same Class designation as the Tendered Units equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent General Partner as duly authorized, validly issued, fully paid and accessible REIT Shares having the same Class designation as the Tendered Units, free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of IncorporationCharter) and other restrictions provided in the Article of IncorporationCharter, the bylaws of the GP ParentGeneral Partner, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of IncorporationCharter. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i1) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and; (iii3) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit).; (iv4) With respect to any Cash Amount to be received by a Tendering Party, a waiver and release in a form acceptable to the General Partner; and (5) Any other documents as the GP Parties General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Rightrequire. (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued General Partner to provide financing to be used to make such payment of the Cash Amount, by causing the issuance of additional REIT Shares or otherwise. Notwithstanding the foregoing, the General Partner agrees to use its best commercially reasonable efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Common Share Ownership Limit, the Aggregate Share Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnershippartnership” under section 7704 of the Code. (f) A redemption fee may be charged (other than to the Sponsor Parties and their respective affiliates) in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership Units, other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Units held by such Limited Partner (the “Tendered Units”) in exchange (a “Redemption Right”) for REIT shares Shares issuable on, or the Cash Amount payable on, or a combination thereof having an equivalent value to the REIT Shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Operating Partnership the Tendered Units (the “Tendered Units”) shall have been outstanding and held by the Limited Partner for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less fewer than 1,000 Operating Partnership Units or, if such Limited Partner holds less fewer than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If the General Partner elects to redeem Tendered Units for REIT Shares rather than cash, then the Operating Partnership shall direct the GP Parent General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP ParentGeneral Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, Right and (ii) such transaction shall be treated, for federal Federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent General Partner in exchange for REIT sharesShares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent General Partner in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent General Partner as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Aggregate Share Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article Articles of Incorporation, the bylaws of the GP ParentGeneral Partner, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i1) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, and assuming that the General Partner elects to exchange REIT Shares for the Tendered Units, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Aggregate Share Ownership Limit (or, if applicable the Excepted Holder Limit); (ii2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and; (iii3) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Aggregate Share Ownership Limit (or, if applicable, the Excepted Holder Limit).; and (iv4) Any other documents as the GP Parties General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent General Partner to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Common Share Ownership Limit, the Aggregate Share Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less fewer than 100 persons, (c) the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary (d) to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section Section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnership” under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) Subject to Sections 8.5(b8.04(b), 8.5(c(c), 8.5(d(d), 8.5(e(e) and 8.5(f(f) hereof and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Common Units (including any LTIP Units that are converted into Common Units) or Series A Preferred Units held by them, each Limited Partner holding Operating Partnership Units, (other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, General Partner or any Subsidiary of the General Partner) shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Common Units or Series A Preferred Units held by such Limited Partner at a redemption price equal to and in exchange the form of the Redemption Amount to be paid by the Partnership, provided that (a “Redemption Right”i) Common Units outstanding as of the Original Date shall have been outstanding for REIT shares issuable on, at least one year (or the Cash Amount payable on, the Specified Redemption Date, such lesser time as determined by the General Partner in its sole and absolute discretion, provided that such Operating Partnership ) and (ii) Common Units (or Series A Preferred Units issued after the “Tendered Units”) Original Date shall have been outstanding for at least one yearbe subject to any restriction agreed to in writing between the Redeeming Limited Partner and the General Partner. Any The Redemption Right shall be exercised pursuant to a Notice of Exercise of Redemption Right in the form attached hereto as Exhibit B delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Redemption Right (the “Tendering PartyRedeeming Limited Partner”)) and such notice shall be irrevocable unless otherwise agreed upon by the General Partner. In such event, the Partnership shall deliver the Cash Amount to the Redeeming Limited Partner. Notwithstanding the foregoing, the Partnership shall not be obligated to satisfy such Redemption Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.04(b) hereof. No Limited Partner may deliver more than two Notices of Redemption during each calendar yearyear unless otherwise agreed by the General Partner. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating one thousand (1,000) Partnership Units or, if such Limited Partner holds less than 1,000 Operating one thousand (1,000) Partnership Units, all of the Operating Partnership Units held by such Limited Partner. The Tendering Party Redeeming Limited Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If Notwithstanding the provisions of Section 8.04(a) hereof, if a Limited Partner exercises the Redemption Right by delivering to the Partnership a Notice of Redemption, then the Partnership may, in its sole and absolute discretion, elect to cause the General Partner elects to redeem Tendered Units for REIT Shares rather than cash, then the Operating Partnership shall direct the GP Parent to issue purchase directly and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Rightacquire some or all of, and (ii) in such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which event the General Partner elects agrees to issue purchase and acquire, such Common Units or Series A Preferred Units by paying to the Redeeming Limited Partner either the Cash Amount or the REIT Shares Amount, as elected by the General Partner (rather than cashin its sole and absolute discretion) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, whereupon the Tendering Party General Partner shall sell acquire the Common Units offered for redemption by the Redeeming Limited Partner and shall be treated for all purposes of this Agreement as the owner of such number of Common Units or Series A Preferred Units (as applicable). In the Tendered event the General Partner purchases Common Units or Series A Preferred Units with respect to the GP Parent in exchange for exercise of a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of IncorporationRedemption Right, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties Partnership shall have no rights under this Agreement that would otherwise be prohibited under obligation to pay any amount to the Articles of Incorporation. (c) In connection Redeeming Limited Partner with an respect to such Redeeming Limited Partner’s exercise of such Redemption Rights pursuant to this Section 8.5Right, and each of the Redeeming Limited Partner, the Tendering Party Partnership and the General Partner shall submit treat the following transaction between the General Partner and the Redeeming Limited Partner for federal income tax purposes as a sale of the Redeeming Limited Partner’s Common Units or Series A Preferred Units to the General Partner, in addition . Each Redeeming Limited Partner agrees to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) execute such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. Each Redeeming Limited Partner covenants and agrees that all Common Units and Series A Preferred Units subject to a Notice of Redemption will be delivered to the Partnership or the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims or encumbrances exist or arise with respect to such Common Units or Series A Preferred Units, neither the Partnership nor the General Partner shall be under any obligation to redeem or acquire such Common Units or Series A Preferred Units. (c) Notwithstanding the provisions of Sections 8.04(a) and 8.04(b) hereof, a Limited Partner shall not be entitled to exercise the Redemption Right if the delivery of REIT Shares to such Limited Partner on the Specified Redemption Date by the General Partner pursuant to Section 8.04(b) hereof (regardless of whether or not the General Partner would in fact purchase the Common Units pursuant to Section 8.04(b) hereof) would (i) result in such Limited Partner or any other Person (as defined in the Declaration of Trust) owning, directly or indirectly, REIT Shares in excess of the Share Ownership Limit or any Excepted Holder Limit (each as defined in the Declaration of Trust) and calculated in accordance therewith, except as provided in the Declaration of Trust, (ii) result in REIT Shares being owned by fewer than 100 persons (determined without reference to any rules of attribution), (iii) result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code, (iv) cause the General Partner to own, actually or constructively, 10% or more of the ownership interests in a tenant (other than a TRS) of the General Partner’s, the Partnership’s or a Subsidiary Partnership’s real property, within the meaning of Section 856(d)(2)(B) of the Code, (v) otherwise cause the General Partner to fail to qualify as a REIT under the Code, or (vi) cause the acquisition of REIT Shares by such Limited Partner to be “integrated” with any other distribution of REIT Shares or Common Units for purposes of complying with the registration provisions of the Securities Act. The General Partner, in its sole and absolute discretion, may waive the restriction on redemption set forth in this Section 8.04(c). (d) Any Cash Amount to be paid to a Tendering Party Redeeming Limited Partner pursuant to this Section 8.5 8.04 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 90 days to the extent required for the GP Parent General Partner to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash AmountAmount and may also delay such Specified Redemption Date to the extent necessary to effect compliance with applicable requirements of the law. Any REIT Shares Amount to be paid to a Redeeming Limited Partner pursuant to this Section 8.04 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed to the extent necessary to effect compliance with applicable requirements of the law. Notwithstanding the foregoing, the General Partner agrees to use its best commercially reasonable efforts to cause the closing of the acquisition of Tendered redeemed Common Units and Series A Preferred Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state, local or foreign law that apply upon a Redeeming Limited Partner’s exercise of the Redemption Right. If a Redeeming Limited Partner believes that it is exempt from such withholding upon the exercise of the Redemption Right, such Partner must furnish the General Partner with a FIRPTA Certificate in the form attached hereto as Exhibit C and any similar forms or certificates required to avoid or reduce the withholding under federal, state, local or foreign law or such other form as the General Partner may reasonably request. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redeeming Limited Partner’s exercise of the Redemption Right and if the Redemption Amount equals or exceeds the Withheld Amount, the Withheld Amount shall be treated as an amount received by such Partner in redemption of its Common Units. If, however, the Redemption Amount is less than the Withheld Amount, the Redeeming Limited Partner shall not receive any portion of the Redemption Amount, the Redemption Amount shall be treated as an amount received by such Partner in redemption of its Common Units, and the Partner shall contribute the excess of the Withheld Amount over the Redemption Amount to the Partnership before the Partnership is required to pay over such excess to a taxing authority. (f) Notwithstanding any other provision of this Agreement, the General Partner may place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary or reasonable to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section Section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership UnitsPartners, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which that states that, in the opinion of such counsel, restrictions are necessary or reasonable in order to avoid having the Operating Partnership be being treated as a “publicly traded Operating Partnershippartnership” under section Section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership Units, other than the GP Parent, shallGeneral Partner, after holding its Operating any Class or Series of Partnership Units for at least one yearyear (such Partnership Units, “Eligible Units”), shall have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Eligible Units held by such Limited Partner in exchange (a “Redemption Right”) for Class T REIT shares Shares (with respect to Eligible Units that are Series 1, Series 2, or Series 3 Class T Units), Class W REIT Shares (with respect to Eligible Units that are Class W Units) or Class I REIT Shares (with respect to Eligible Units that are Class I Units) issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Operating Partnership Eligible Units (the “Tendered Units”) shall have been outstanding for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). Within 30 days of receipt of a Notice of Redemption, the Partnership will send to the Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Eligible Units will be redeemed for REIT Shares or the Cash Amount. Within 30 days of the Partnership’s delivery of its response, the Limited Partner must affirm to the Partnership that such Limited Partner wishes to proceed with the Redemption, or the request for Redemption will be cancelled (the date such affirmation is received by the Partnership is the “Affirmation Date”). Following such affirmation, the Limited Partner shall still be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. Notwithstanding the foregoing, the Special OP Unitholders, the Advisor and any Person to whom the Special OP Unitholders or the Advisor transfers Partnership Units or Special Partnership Units (collectively with the Special OP Unitholders and the Advisor, the “Sponsor Parties”) shall have the right to require the Partnership to redeem all or a portion of their Partnership Units pursuant to this Section 8.5 at any time irrespective of the period the Partnership Units have been held by such Limited Partner. The Partnership shall redeem any Partnership Units of the Sponsor Parties for the Cash Amount unless the board of directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Partnership Units will be redeemed for an amount of REIT Shares having the same Class designation as the Tendered Units with an aggregate NAV equivalent to the aggregate NAV of such Partnership Units. No Limited Partner Partner, other than the Sponsor Parties, may deliver more than two Notices of Redemption during each calendar year. A Limited Partner Partner, other than the Sponsor Parties, may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating such Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If the General Partner elects to redeem Tendered Units for REIT Shares rather than cash, then (I) Tendered Units that are Series 1 or Series 2, or Series 3 Class T Units shall be redeemed for Class T REIT Shares, Tendered Units that are Class I Units shall be redeemed for Class I REIT Shares, Tendered Units that are Class W Units shall be redeemed for Class W REIT Shares and (II) the Operating Partnership shall direct the GP Parent General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP ParentGeneral Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent General Partner in exchange for REIT sharesShares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, Shares rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent General Partner in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and (A) the REIT Shares Amount, if applicable, and (B) the Applicable Percentage. Such number of REIT Shares shall be delivered by the GP Parent General Partner as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Aggregate Share Ownership Limit (as calculated in accordance with the Articles of IncorporationCharter) and other restrictions provided in the Article of IncorporationCharter, the bylaws of the GP ParentGeneral Partner, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of IncorporationCharter. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i1) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Aggregate Share Ownership Limit (or, if applicable the Excepted Holder Limit); (ii2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and; (iii3) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Aggregate Share Ownership Limit (or, if applicable, the Excepted Holder Limit); (4) With respect to any Cash Amount to be received by a Tendering Party, a waiver and release in a form acceptable to the General Partner; and (5) An undertaking that all Partnership Units being delivered for redemption are free and clear of all liens, it being understood that the General Partner shall not be under any obligation to acquire Partnership Units which are or may be subject to any liens. (iv6) Any other documents as the GP Parties General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Rightrequire. (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued General Partner to provide financing to be used to make such payment of the Cash Amount, by causing the issuance of additional REIT Shares or otherwise. Notwithstanding the foregoing, the General Partner agrees to use its best commercially reasonable efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Common Share Ownership Limit, the Aggregate Share Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnershippartnership” under section 7704 of the Code. (f) A redemption fee may be charged (other than to the Sponsor Parties and their respective affiliates) in connection with an exercise of Redemption Rights pursuant to this Section 8.5. Without limiting the generality of the foregoing, unless a waiver of such fee has been granted or a higher or lower fee was set forth in the applicable offering documents for the Partnership Units (or offering documents for a security or interest that was exchanged or converted for Partnership Units at the option of the Partnership or pursuant the terms of this Agreement), a redemption fee of 1.0% of the Cash Amount or REIT Shares Amount otherwise payable to a Limited Partner upon redemption of any Partnership Units (other than from the Sponsor Parties and their respective affiliates) pursuant to this Section 8.5 shall be paid by such Limited Partner to BC Exchange Industrial Advisor Group LLC; the Operating Partnership shall deduct such amount from the Cash Amount or REIT Shares Amount otherwise payable to such Limited Partner and pay it to BC Exchange Industrial Advisor Group LLC, on behalf of the Limited Partner. To the extent that a transaction (a “Unit Transaction”) occurs in which any Partnership Units which are subject to a redemption fee under this Section 8.5(f) are acquired (for cash or securities), transferred, merged, converted, tendered, or disposed of in any other similar transaction, then unless the beneficiaries of such redemption fees identified herein otherwise agree in their reasonable discretion (which may include requiring that any applicable counterparty execute an agreement agreeing to continue to collect and remit such redemption fees following the Unit Transaction), the Operating Partnership will be obligated to collect the redemption fees in connection with the closing of such Unit Transaction and remit the same to the applicable beneficiaries. (g) Each Limited Partner further agrees that, if any state or local property transfer tax is payable as a result of the transfer of its Partnership Units to the Partnership or the Parent, such Limited Partner shall assume and pay such transfer tax.]

Redemption Right. (a) Subject to Sections 8.5(b8.05(b), 8.5(c8.05(c), 8.5(d8.05(d), 8.5(e) and 8.5(f) 8.05(e), and the provisions of any agreements agreement between the Operating Partnership and one or more any Limited Partners Partner with respect to Operating Partnership Units held by themsuch Limited Partners, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentOriginal Limited Partner, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein"Redemption Right") to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units held by such Limited Partner at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretionPartnership, provided provided, that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Redemption Right (the “Tendering Party”"Redeeming Partner"). No ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.05(b); and provided, further, that no Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If the General Partner elects to redeem Tendered Units for REIT Shares rather than cash, then the Operating Partnership shall direct the GP Parent to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnership” under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership Units, other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Units held by such Limited Partner (the “Tendered Units”) in exchange (a “Redemption Right”) for REIT shares Shares issuable on, or the Cash Amount payable on, or a combination thereof having an equivalent value to the REIT Shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Operating Partnership the Tendered Units (the “Tendered Units”) shall have been outstanding and held by the Limited Partner for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less fewer than 1,000 Operating Partnership Units or, if such Limited Partner holds less fewer than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If the General Partner elects to redeem Tendered Units for REIT Shares rather than cash, then the Operating Partnership shall direct the GP Parent General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP ParentGeneral Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal Federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent General Partner in exchange for REIT sharesShares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent General Partner in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent General Partner as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Aggregate Share Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article Articles of Incorporation, the bylaws of the GP ParentGeneral Partner, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i1) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, and assuming that the General Partner elects to exchange REIT Shares for the Tendered Units, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Aggregate Share Ownership Limit (or, if applicable the Excepted Holder Limit); (ii2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and; (iii3) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Aggregate Share Ownership Limit (or, if applicable, the Excepted Holder Limit).; and (iv4) Any other documents as the GP Parties General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent General Partner to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Common Share Ownership Limit, the Aggregate Share Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less fewer than 100 persons, (c) the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary (d) to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section Section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnership” under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) Subject to Sections 8.5(bSection 7.4(b) and Section 7.4(c), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by themPartners, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentAshford Prime OP Limited Partner LLC, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Common Partnership Units held by such Limited Partner in exchange (a the “Redemption RightRedeeming Partner”) for REIT shares issuable on, or at a redemption price per Common Partnership Unit equal to and in the form of the Cash Amount payable on, to be paid by the Partnership on the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar yearRedeeming Partner. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating one thousand (1,000) Common Partnership Units or, if such Limited Partner holds less than 1,000 Operating one thousand (1,000) Common Partnership Units, all of the Operating Common Partnership Units held by such Partner. The Tendering Party Neither the Redeeming Partner nor any permitted or purported assignee of any Limited Partner shall have no any right, with respect to any Operating Common Partnership Units so redeemed, to receive any distribution distributions paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption DateDate except as provided in Section 7.4(b). Each Redeeming Partner agrees to provide such representations and related indemnities regarding good and unencumbered title, and to execute such documents, as the General Partner may reasonably require in connection with any redemption. (b) If Notwithstanding the provisions of Section 7.4(a), if a Limited Partner elects to exercise the Redemption Right, the General Partner elects at the direction of the Company, directly or indirectly through one or more Affiliates, may, in its sole and absolute discretion, elect to redeem Tendered Units for REIT Shares rather than cash, then the Operating Partnership shall direct the GP Parent to issue assume directly and deliver such REIT Shares satisfy a Redemption Right by paying to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, Redeeming Partner either (i) the GP ParentCash Amount, acting as a distinct legal entityprovided for in Section 7.4(a), shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and or (ii) such transaction shall be treated, for federal income tax purposesthe REIT Common Shares Amount, as a transfer elected by the Tendering Party of such Tendered Units to the GP Parent in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption General Partner, as directed by the Tendering Party for which the General Partner elects to issue REIT Shares Company (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable its sole and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cashabsolute discretion), on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, provided that if applicable, shall be delivered by the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to Partner has not affirmatively notified the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption Redeeming Partner on or before one Business Day before the Specified Redemption Date; and (iii) An undertaking Date that either the Partnership, the General Partner or its Affiliates will pay the Cash Amount then the General Partner shall be deemed to certifyhave elected, at and as a condition directly or through one or more Affiliates, to pay the REIT Common Shares Amount to the closing of the Redemption Redeeming Partner on the Specified Redemption Date, and the Company agrees that either (a) it will provide such REIT Common Shares on the actual Specified Redemption Date, subject to the other provisions of this Section 7.4. On any such election of the General Partner to assume and constructive ownership of REIT Shares satisfy a Redemption Right, the Company, directly or indirectly through one or more Affiliates, shall acquire the Common Partnership Units offered for redemption by the Tendering Party Redeeming Partner and any Related Party remain unchanged from that disclosed shall be treated for all purposes of this Agreement as the owner of such Common Partnership Units. Unless the General Partner, as directed by the Company (in its sole and absolute discretion), shall exercise its right to assume and satisfy the affidavit required by Redemption Right, or unless the General Partner has been deemed to assume the Redemption Right as provided in this Section 8.5(c)(1) or (b) after giving effect to the Redemption7.4(b), neither the Tendering Party General Partner nor the Company itself shall have any Related Party shall own REIT Shares in violation obligation to the Redeeming Partner or to the Partnership with respect to the Redeeming Partner’s exercise of the Ownership Limit (orRedemption Right. If the General Partner, if applicableas directed by the Company, shall exercise its right, or shall be deemed to have elected, to satisfy the Redemption Right in the manner described in the first sentence of this Section 7.4(b), except as provided in the following paragraph, the Excepted Holder Limit). Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of the Redemption Right, and each of the Redeeming Partner, the Partnership, and the Company shall treat the transaction between the Company and the Redeeming Partner for federal income tax purposes as a sale of the Redeeming Partner’s Common Partnership Units to the Company or its Affiliates; provided that if the Redeeming Partner is redeeming all of its Common Partnership Units, the Partnership shall redeem any fractional Common Partnership Unit (iv) Any other documents constituting less than one Common Partnership Unit owned by the Redeeming Partner by paying the Cash Amount with respect to such fractional Common Partnership Unit to such Redeeming Partner. Each Redeeming Partner agrees to provide such representations and related indemnities regarding good title, and to execute such documents, as the GP Parties Company may reasonably require in connection with the issuance of REIT Common Shares upon the exercise of the Redemption Right. If the Redemption Right is satisfied by the delivery of REIT Common Shares, the Redeeming Partner shall be deemed to become a holder of REIT Common Shares as of the close of business on the Specified Redemption Date or on such later date permitted by this Section 7.4(b) that the Company delivers REIT Common Shares, as the case may be. Notwithstanding anything to the contrary in Section 7.4(a) or this Section 7.4(b), and in addition to the right of the Company to deliver REIT Common Shares in satisfaction of the Redemption Right, as provided above, should the General Partner, as directed by the Company elect, or be deemed to elect, to satisfy a Redemption Right by paying the Redeeming Partner the REIT Common Shares Amount, and it is necessary to obtain Company stockholder approval in order for it to issue sufficient REIT Common Shares to satisfy such Redemption Right in full, then the Company shall have one hundred twenty (120) days beyond the Specified Redemption Date in which to obtain such stockholder approval and to pay the REIT Common Shares Amount, and the redemption date shall be required to occur by ten (10) days after stockholder approval of the issuance of the REIT Common Shares has been obtained, if it is obtained. If such stockholder approval is not obtained within one hundred thirty (130) days after such Common Partnership Units are presented for redemption or the stockholders have voted against the issuance of the REIT Common Shares and payment of the REIT Common Shares, the Partnership will distribute to the Redeeming Partner any distributions pursuant to Section 8.1 that were not made after the Specified Redemption Date with respect to the Common Partnership Units redeemed because of the provisions of Section 7.4(a), the Partnership shall pay to the Redeeming Partner the Cash Amount no later than the earlier of (i) ten (10) days after stockholders have voted against the issuance of the REIT Common Shares, or (ii) one hundred thirty (130) days after such Common Partnership Units are presented for redemption, together with interest on such Cash Amount from the Specified Redemption Date to the date of payment at the rate equal to the lesser of (i) the Company’s annual dividend rate on REIT Common Shares for the twelve (12) month period prior to the Valuation Date and based upon the Cash Amount for Common Partnership Units redeemed, or (ii) eight percent (8%). (c) Notwithstanding the provisions of Section 7.4(a) and Section 7.4(b), a Limited Partner shall not be entitled to receive REIT Common Shares if the delivery of REIT Common Shares to such Partner on the Specified Redemption Date (or such later date permitted by Section 7.4(b), as applicable) by the Company pursuant to Section 7.4(b) would be prohibited under the Articles of Incorporation of the Company, as amended or restated from time to time. Without limiting the effect of the preceding sentence, no Person shall be permitted to receive REIT Common Shares if as a result of, and after giving effect to, such exercise any Person would Beneficially Own (as defined in the Articles of Incorporation of the Company, as amended or restated from time to time) more than 9.8% of the total number of issued and outstanding REIT Common Shares, unless waived by the board of directors of the Company in its sole discretion. To the extent any attempted redemption for REIT Common Shares would be a violation of this Section 7.4(c), it shall, to the fullest extent permitted by law, be null and void ab initio. The Cash Amount shall be paid in such instances, in accordance with the terms set forth in Section 7.4(a) or Section 7.4(b). (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that Each Limited Partner covenants and agrees with the General Partner may elect to cause the Specified Redemption Date to that all Common Partnership Units delivered for redemption shall be delayed for up to an additional 180 days delivered to the extent required for Partnership, the GP Parent Company or its Affiliates, as the case may be, free and clear of all liens and, notwithstanding anything herein contained to cause additional REIT Shares the contrary, neither the General Partner, the Company (nor any of its Affiliates) nor the Partnership shall be under any obligation to acquire Common Partnership Units which are or may be issued subject to provide financing to be used to make such payment any liens. Each Limited Partner further agrees that, if any state or local property transfer tax is payable as a result of the Cash Amount. Notwithstanding the foregoing, transfer of its Common Partnership Units to the General Partner, Partnership or the Company, such Limited Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possibleshall assume and pay such transfer tax. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate REIT Common Shares issued pursuant to Section 7.4(b) may contain such legends regarding restrictions on transfer as the Company in good faith determines to be necessary or advisable in order to (1) comply with restrictions on transfer under the Securities Act and applicable state securities laws and (2) protect the ability of the Limited Partners Company to exercise their Redemption Rights continue to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated qualify as a “publicly traded Operating Partnership” under section 7704 of the CodeREIT. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership Units, other than the GP Parent, shallGeneral Partner, after holding its Operating Partnership Series 1 Class E Units, Series 2 Class E Units, Class S Units, Series 2 Class T Units or Class I Units for at least one yearyear (such Partnership Units, “Eligible Units”), shall have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Eligible Units held by such Limited Partner in exchange (a “Redemption Right”) for Class E REIT shares Shares (with respect to Eligible Units that are Series 1 Class E Units), Class S REIT Shares (with respect to Eligible Units that are Class S Units), Class T REIT Shares (with respect to Eligible Units that are Series 2 Class T Units) or Class I REIT Shares (with respect to Eligible Units that are Series 2 Class E Units or Class I Units) issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Operating Partnership Eligible Units (the “Tendered Units”) shall have been outstanding for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). Within 30 days of receipt of a Notice of Redemption, the Partnership will send to the Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Eligible Units will be redeemed for REIT Shares or the Cash Amount. Within 30 days of the Partnership’s delivery of its response, the Limited Partner must affirm to the Partnership that such Limited Partner wishes to proceed with the Redemption, or the request for Redemption will be cancelled (the date such affirmation is received by the Partnership is the “Affirmation Date”). Following such affirmation, the Limited Partner shall still be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. Notwithstanding the foregoing, the Special OP Unitholders and the Advisor shall have the right to require the Partnership to redeem all or a portion of their Partnership Units pursuant to this Section 8.5 at any time irrespective of the period the Partnership Units have been held by the Special OP Unitholders or the Advisor. The Partnership shall redeem any such Partnership Units of the Special OP Unitholders or the Advisor for the Cash Amount unless the board of directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Partnership Units will be redeemed for an amount of REIT Shares having the same Class designation as the Tendered Units with an aggregate NAV equivalent to the aggregate NAV of such Partnership Units. No Limited Partner Partner, other than the Special OP Unitholders and the Advisor, may deliver more than two Notices of Redemption during each calendar year. A Limited Partner Partner, other than the Special OP Unitholders and the Advisor, may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating such Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If the General Partner elects to redeem Tendered Units for REIT Shares rather than cash, then (I) Tendered Units that are Series 1 Class E Units shall be redeemed for Class E REIT Shares, Tendered Units that are Class S Units shall be redeemed for Class S REIT Shares, Tendered Units that are Series 2 Class T Units shall be redeemed for Class T REIT Shares and Tendered Units that are Series 2 Class E Units or Class I Units shall be redeemed for Class I REIT Shares and (II) the Operating Partnership shall direct the GP Parent General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP ParentGeneral Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent General Partner in exchange for REIT sharesShares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, Shares rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent General Partner in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and (A) the REIT Shares Amount, if applicable(B) the Applicable Percentage and (C) solely with respect to Redemption of Series 2 Class E Units, a number, expressed as a percentage, determined by dividing the Value of Class E REIT Shares by the Value of Class I REIT Shares, such values determined in each case as of the end of the Specified Redemption Date. Such number of REIT Shares shall be delivered by the GP Parent General Partner as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Aggregate Share Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP ParentGeneral Partner, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i1) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Aggregate Share Ownership Limit (or, if applicable the Excepted Holder Limit); (ii2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii3) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Aggregate Share Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv4) Any other documents as the GP Parties General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Rightrequire. (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent General Partner to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Common Share Ownership Limit, the Aggregate Share Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnershippartnership” under section 7704 of the Code. (f) A redemption fee may be charged (other than to the Advisor, Special OP Unitholders and their respective affiliates) in connection with an exercise of Redemption Rights pursuant to this Section 8.5. Without limiting the generality of the foregoing, unless a waiver of such fee has been granted or a higher or lower fee was set forth in the applicable offering documents for the Partnership Units (or offering documents for a security or interest that was exchanged or converted for Partnership Units at the option of the Partnership or pursuant the terms of this Agreement), a redemption fee of 1.0% of the Cash Amount or REIT Shares otherwise payable to a Limited Partner (i) upon redemption of Series 1 Class E Units (other than Series 1 Class E Units issued to the General Partner) pursuant to this Section 8.5 shall be paid by such Limited Partner to Dividend Capital Exchange Facilitators LLC, and (ii) upon redemption of Series 2 Class E Units, Class S Units or Class I Units pursuant to this Section 8.5 shall be paid by such Limited Partner to BC Exchange Advisor Group LLC; the Operating Partnership shall deduct such amount from the Cash Amount or REIT Shares otherwise payable to such Limited Partner and pay it to Dividend Capital Exchange Facilitators LLC or BC Exchange Advisor Group LLC, as applicable, on behalf of the Limited Partner. To the extent that a transaction (a “Unit Transaction”) occurs in which any Partnership Units which are subject to a redemption fee under this Section 8.5(f) are acquired (for cash or securities), transferred, merged, converted, tendered, or disposed of in any other similar transaction, then unless the beneficiaries of such redemption fees identified herein otherwise agree in their reasonable discretion (which may include requiring that any applicable counterparty execute an agreement agreeing to continue to collect and remit such redemption fees following the Unit Transaction), the Operating Partnership will be obligated to collect the redemption fees in connection with the closing of such Unit Transaction and remit the same to the applicable beneficiaries.

Redemption Right. (a) A. Subject to Sections 8.5(b)8.6.B and 8.6.C hereof and on or after such date, 8.5(c)if any, 8.5(d), 8.5(e) and 8.5(f) and the provisions of as expressly provided for in any agreements agreement entered into between the Operating Partnership and one or more any Limited Partners with respect to Operating Partnership Units held by themPartner, each Limited Partner holding Operating Partnership Units, (other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, Company) shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units (provided that such Partnership Units constitute Common Units) held by such Limited Partner at a redemption price per Unit equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one yearPartnership. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General PartnerCompany) by the Limited Partner who is exercising the Redemption Right redemption right (the “Tendering PartyRedeeming Partner”). No Limited Partner may deliver more than two Notices ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Company elects to purchase the Partnership Units subject to the Notice of Redemption during each calendar year. pursuant to Section 8.6.B. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating one thousand (1,000) Partnership Units at any one time or, if such Limited Partner holds less than 1,000 Operating one thousand (1,000) Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution distributions paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such Limited Partner. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6.A shall be cancelled upon such redemption. B. Notwithstanding the provisions of Section 8.6.A, but subject to the provisions of Section 8.6.D, a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Partnership Units described in the Notice of Redemption to the Company, and the Company may, in its sole and absolute discretion, elect to purchase directly and acquire such Partnership Units by paying to the Redeeming Partner either the Cash Amount or the REIT Shares Amount, as elected by the Company (b) in its sole and absolute discretion), on the Specified Redemption Date, whereupon the Company shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. If the General Company shall elect to exercise its right to purchase Partnership Units under this Section 8.6.B with respect to a Notice of Redemption, it shall so notify the Redeeming Partner elects within five (5) Business Days after the receipt by it of such Notice of Redemption. Unless the Company (in its sole and absolute discretion) shall exercise its right to redeem Tendered purchase Partnership Units for REIT Shares rather than cashfrom the Redeeming Partner pursuant to this Section 8.6.B, then the Operating Partnership Company shall direct the GP Parent to issue and deliver such REIT Shares not have any obligation to the Tendering Party pursuant Redeeming Partner or the Partnership with respect to the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering PartyRedeeming Partner’s exercise of the Redemption Right. In the event the Company shall exercise its right to purchase Partnership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.6.B, the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such Redemption Right, and (ii) such each of the Redeeming Partner, the Partnership and the Company shall treat the transaction shall be treatedbetween the Company and the Redeeming Partner, for federal income tax purposes, as a transfer by sale of the Tendering Party of such Tendered Redeeming Partner’s Partnership Units to the GP Parent in exchange for REIT sharesCompany. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Each Redeeming Partner elects agrees to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making execute such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties Company may reasonably require in connection with the issuance of REIT Shares upon exercise of the Redemption Right. In case of any reclassification of the REIT Shares (including, but not limited to, any reclassification upon a consolidation or merger in which the Company is the continuing corporation) into securities other than REIT Shares, for purposes of this Section 8.6.B, the Company (or its Successor) may thereafter exercise its right to purchase Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of REIT Shares for which such Units could be purchased pursuant to this Section immediately prior to such reclassification. C. Notwithstanding the provisions of Section 8.6.A and Section 8.6.B, a Partner shall not be entitled to exercise the Redemption Right pursuant to Section 8.6.A to the extent that the delivery of REIT Shares to such Partner on the Specified Redemption Date by the Company pursuant to Section 8.6.B (regardless of whether or not the Company would in fact exercise its rights under Section 8.6.B) would (i) be prohibited, as determined in the sole discretion of the Company, under the Declaration of Trust or (ii) cause the acquisition of REIT Shares by such Partner to be “integrated” with any other distribution of REIT Shares for purposes of complying with the Securities Act. D. Notwithstanding the provisions of Section 8.6.A and Section 8.6.B, a Partner may expressly condition the effectiveness of any exercise of its Redemption Right, if such exercise will result in the receipt of the REIT Shares Amount pursuant to Section 8.6.B rather than the payment of the Cash Amount, upon the REIT Shares constituting such REIT Shares Amount being: (i) included in an effective registration statement in accordance with the Registration Rights Agreement, and (ii) sold in a secondary offering pursuant to that registration statement. To the extent that such REIT Shares are not included in such registration statement pursuant to the Registration Rights Agreement, including as a result of the provision requiring reduction of the shares that may be so included in an underwritten offering, or to the extent that such REIT Shares are included in a registration statement, but such REIT Shares are not sold in connection with a secondary offering thereunder, (x) the exercise of the Redemption Right. (d) Any Cash Amount Right by the Redeeming Partner as to be paid to a Tendering Party pursuant to this Section 8.5 the shares not so included or not so sold shall be paid on of no force or effect, (y) the Specified Redemption Date; providedRedeeming Partner shall continue to own the Partnership Units that were the subject of the Notice of Redemption, however, that and (z) neither the General Partner may elect Partnership nor the Company shall be obligated to cause the Specified Redemption Date to be delayed acquire such Partnership Units for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. The Redeeming Partner shall reasonably cooperate with the Partnership, the Company and any underwriter (including furnishing the Company with such information regarding the Redeeming Partner and any other information as necessary to effect such registration), and the Partnership and the Company shall reasonably cooperate with the Redeeming Partner and any underwriter, in each case to facilitate the issuance of the REIT Shares upon the purchase of any Partnership Units pursuant to Section 8.6.B so as to allow the timely sale by the Redeeming Partner of any REIT Shares received as part of the REIT Shares Amount in any such registered offering. E. Notwithstanding the foregoingproviso to Section 14.1.C, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnership” under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.58.6 (including the related definitions) may not be amended without the approval of each Limited Partner adversely affected by such proposed amendment.

Redemption Right. (a) A. Subject to Sections 8.5(b8.6.B and 8.6.C hereof, on or after that date which is [fourteen (14), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and ] months after the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by themInitial Public Offering Effective Date, each Limited Partner holding Operating Partnership Units, (other than the GP ParentGeneral Partner, shall, after holding in its Operating Partnership Units for at least one year, capacity as such or the Initial Limited Partner) shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Common Units held by such Limited Partner at a redemption price per Common Unit equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one yearPartnership. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General PartnerCompany) by the Limited Partner who is exercising the Redemption Right (the “Tendering PartyRedeeming Partner”). No Limited ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Company elects to cause the General Partner may deliver more than two Notices to purchase the Common Units subject to the Notice of Redemption during each calendar year. pursuant to Section 8.6.B. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership one thousand (1,000) Common Units or, if such Limited Partner holds less than 1,000 Operating Partnership one thousand (1,000) Common Units, all of the Operating Partnership Common Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Common Units so redeemed, to receive any distribution distributions paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such Limited Partner. [In connection with the exercise of a Redemption Right by a Limited Partner pursuant to which the election is made, pursuant to Section 8.6.B, to pay the REIT Share Amount, such Limited Partner shall agree to pay to the Company, promptly after such Limited Partner’s (or its Assignee’s) receipt of its first distribution with respect to the REIT Shares received with respect to such redemption, an amount equal to the amount of such distribution less such portion of such amount as is determined by multiplying such amount by a fraction, the numerator of which is the number of days in the period between the record date for such distribution and the record date for the immediately prior distribution by the Company during which such Limited Partner held such REIT Shares, and the denominator of which is the total number of days during such period.] B. Notwithstanding the provisions of Section 8.6.A, upon an election by a Limited Partner to exercise the Redemption Right, the Company may, in its sole and absolute discretion (b) If subject to the limitations on ownership and transfer of REIT Shares set forth in the articles of incorporation of the Company), cause the General Partner elects to redeem Tendered Units for elect to assume directly and satisfy a Redemption Right by paying to the Redeeming Partner either the Cash Amount or the REIT Shares rather than cashAmount, then as the Operating Partnership Company determines in its sole and absolute discretion, whereupon the General Partner shall direct acquire the GP Parent Common Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Units. If the Company shall elect to issue and deliver exercise its right to purchase Common Units under this Section 8.6.B with respect to a Notice of Redemption, it shall so notify the Redeeming Partner within five (5) Business Days after the receipt by it of such REIT Shares Notice of Redemption. Unless the Company shall exercise its right to cause the General Partner to purchase Common Units from the Redeeming Partner pursuant to this Section 8.6.B, the Company shall not have any obligation to the Tendering Party pursuant Redeeming Partner or the Partnership with respect to the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering PartyRedeeming Partner’s exercise of the Redemption Right. In the event the Company shall exercise its right to cause the General Partner to purchase Common Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.6.B, the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such Redemption Right, and (ii) such each of the Redeeming Partner, the Partnership, and the General Partner shall treat the transaction shall be treatedbetween the General Partner and the Redeeming Partner, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent in exchange for REIT shares. The percentage sale of the Tendered Redeeming Partner’s Common Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition . Each Redeeming Partner agrees to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) execute such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (d) Any Cash Amount C. Notwithstanding the provisions of Section 8.6.A and Section 8.6.B, a Partner shall not be entitled to be paid to a Tendering Party exercise the Redemption Right pursuant to this Section 8.5 shall be paid 8.6.A if the delivery of REIT Shares to such Partner on the Specified Redemption Date; provided, however, that Date by the General Partner may elect pursuant to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued to provide financing to be used to make such payment Section 8.6.B (regardless of the Cash Amount. Notwithstanding the foregoing, whether or not the General Partner agrees to use would in fact exercise its best efforts to cause rights under Section 8.6.B) would be prohibited under the closing Certificate of Incorporation of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possibleCompany. (e) Notwithstanding any other provision of this AgreementD. In the event that the Partnership issues additional Partnership Interests pursuant to Section 4.2.A hereof, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing make such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnership” under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant revisions to this Section 8.58.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests.

Redemption Right. (a) Subject to Sections 8.5(b), Section 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by themSection 9.8, each Limited Partner holding Operating who holds Common Partnership Units (including Limited Partners who have obtained Common Partnership Units through the exercise of conversion rights, if any, applicable to their Preferred Partnership Units), other than the GP ParentGeneral Partner, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein"Redemption Right") to require the Operating Partnership on a Specified Redemption Date to either (i) redeem (a “Redemption”) all or a portion of the Operating Common Partnership Units held by such Limited Partner in at a redemption price equal to Cash Amount or (ii) to exchange (all or a “Redemption Right”) portion of the Common Partnership Units held by such Limited Partner for REIT shares issuable on, or 37 42 Shares at a ratio equal to the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one yearConversion Factor. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) Partner by the Limited Partner who is exercising the Redemption Right (the “Tendering Party”"Redeeming Partner"). No , provided that no more than two (2) Notices of Redemption from any single Limited Partner may deliver more than two Notices of Redemption be delivered to the General Partner during each calendar year. A No such Limited Partner may not exercise the Redemption Right for less than 1,000 Operating five hundred (500) Common Partnership Units or, if such Limited Partner holds less than 1,000 Operating five hundred (500) Common Partnership Units, all of the Operating Common Partnership Units held by such Limited Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Common Partnership Units so redeemed, to receive any distribution paid with respect to Operating Common Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. Notwithstanding the preceding sentence to the contrary, if the Partnership or the General Partner elects under Section 8.5(c) to extend the payment date for the Cash Amount, then to the extent a Partnership Record Date occurs between the Specified Redemption Date and the date such Cash Amount is paid, the Redeeming Partner shall receive the distribution relating to such Partnership Record Date with respect to such Common Partnership Units being redeemed. (b) If Notwithstanding the provisions of Section 8.5(a), the General Partner elects to redeem Tendered Units for REIT Shares rather than cashmay, then the Operating Partnership shall direct the GP Parent to issue in its sole and deliver such REIT Shares absolute discretion, assume directly and satisfy a Redemption Right by paying to the Tendering Party pursuant to Redeeming Partner the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, Amount on the Specified Redemption Date, whereupon the Tendering Party General Partner shall sell acquire the Common Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such number Common Partnership Units. In the event the General Partner shall exercise its right to satisfy the Redemption Right in the manner described in the preceding sentence, the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner's exercise of the Tendered Redemption Right, and each of the Redeeming Partner, the Partnership, and the General Partner shall treat the transaction between the General Partner and the Redeeming Partner as a sale of the Redeeming Partner's Common Partnership Units to the GP Parent in exchange General Partner for a number of REIT Shares equal federal income tax purposes. Each Redeeming Partner agrees to the product of the REIT Shares Amount execute such documents and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent take such other actions as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (dc) Any The Partnership or the General Partner, as the case may be, shall pay the Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid Redeeming Partner as the Redemption Amount for such Limited Partner if: (i) the acquisition of REIT Shares by such Limited Partner on the Specified Redemption Date; providedDate would (A) result in such Limited Partner or any other person owning, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional directly or indirectly REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the "Ownership Limit and Limit," as defined in the Excepted Holder LimitArticles of Incorporation, (bB) the General Partner’s common stock from result in REIT Shares being owned by less fewer than 100 personsone hundred (100) persons (determined as provided by Section 856(a)(5) of the Code), except as provided in the Articles of Incorporation, (C) result in the General Partner from being “"closely held” " within the meaning of section Section 856(h) of the Code, and as and if deemed necessary (D) cause the Company to ensure that own, directly or constructively, ten percent (10%) or more of the Operating Partnership does not constitute ownership interests in a “publicly traded partnership” under section 7704 tenant of the Company's or the Partnership's real property, within the meaning of Section 856(d)(2)(B) of the Code. If and when , or (E) cause the General acquisition of REIT Shares by such Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnership” under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5."integrated" with

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership Units, other than the GP Parent, shallGeneral Partner, after holding its Operating any Class or Series of Partnership Units for at least one yearyear (such Partnership Units, “Eligible Units”), shall have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Eligible Units held by such Limited Partner in exchange (a “Redemption Right”) for Class E REIT shares Shares (with respect to Eligible Units that are Series 1 Class E Units), Class S REIT Shares (with respect to Eligible Units that are Class S Units), Class T REIT Shares (with respect to Eligible Units that are Class T Units), Class D REIT Shares (with respect to Eligible Units that are Class D Units) or Class I REIT Shares (with respect to Eligible Units that are Series 2 Class E Units or Class I Units) issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Operating Partnership Eligible Units (the “Tendered Units”) shall have been outstanding for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). Within 30 days of receipt of a Notice of Redemption, the Partnership will send to the Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Eligible Units will be redeemed for REIT Shares or the Cash Amount. Within 30 days of the Partnership’s delivery of its response, the Limited Partner must affirm to the Partnership that such Limited Partner wishes to proceed with the Redemption, or the request for Redemption will be cancelled (the date such affirmation is received by the Partnership is the “Affirmation Date”). Following such affirmation, the Limited Partner shall still be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. Notwithstanding the foregoing, but subject to the limitations of this paragraph, the Advisor and any Person to whom the Special OP Unitholders or the Advisor transfers Partnership Units or Special Partnership Units (collectively with the Special OP Unitholders and the Advisor, the “Sponsor Parties”) shall have the right to require the Partnership to redeem all or a portion of their Partnership Units pursuant to this Section 8.5 at any time irrespective of the period the Partnership Units have been held by such Limited Partner; provided, however, that in the event the Sponsor Parties hold Partnership Units paid or distributed with respect to the Performance Allocation or Performance Component (as defined in the Advisory Agreement) from any prior calendar year and requests the Partnership to redeem all or a portion of such Partnership Units (the “Partnership Unit Balance”) the Partnership will be required to redeem such Partnership Unit Balance only if the General Partner, based on reasonable projections, (i) has determined that, after redeeming such Partnership Unit Balance, the General Partner expects to have liquidity (from any available source) equal to or in excess of the NAV of the maximum amount of REIT Shares which can be redeemed under the then current SRP for the next ninety days (the “Minimum Liquidity Requirement”) and (ii) at the time of the redemption request, 100% of all properly submitted redemption requests in the SRP as of the most recent quarter end and the most recent month end (the “Redemption Period”) have been honored (collectively, with the Minimum Liquidity Requirement, the “Redemption Requirements”). In the event that the General Partner deems that the Redemption Requirements have not been met, then the Sponsor Parties may only redeem their respective Partnership Unit Balances up to the lesser of (A) whichever is the lower pro rata basis within the Redemption Period provided to the General Partner’s common stockholders requesting redemption of REIT Shares under the SRP, or (B) an amount that causes the Minimum Liquidity Requirement to still be met. If there was no pro rata redemption under the SRP during the Redemption Period, the Sponsor Parties may only redeem an amount that causes the Minimum Liquidity Requirement to still be met. The above Partnership Unit redemption restriction shall not apply in the event that the General Partner terminates the Advisory Agreement. The Partnership shall redeem any Partnership Units of the Sponsor Parties for the Cash Amount unless the board of directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Partnership Units will be redeemed for an amount of REIT Shares having the same Class designation as the Tendered Units with an aggregate NAV equivalent to the aggregate NAV of such Partnership Units. Redemption requests from multiple Sponsor Parties, if applicable, will be honored on a pro rata basis, if redemptions are limited pursuant to the foregoing. No Limited Partner Partner, other than the Sponsor Parties, may deliver more than two Notices of Redemption during each calendar year. A Limited Partner Partner, other than the Sponsor Parties, may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating such Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If the General Partner elects to redeem Tendered Units for REIT Shares rather than cash, then (I) Tendered Units that are Series 1 Class E Units shall be redeemed for Class E REIT Shares, Tendered Units that are Series 2 Class E Units or Class I Units shall be redeemed for Class I REIT Shares, Tendered Units that are Class S Units shall be redeemed for Class S REIT Shares, Tendered Units that are Class T Units shall be redeemed for Class T REIT Shares and Tendered Units that are Class D Units or shall be redeemed for Class D REIT Shares and (II) the Operating Partnership shall direct the GP Parent General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP ParentGeneral Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent General Partner in exchange for REIT sharesShares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, Shares rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent General Partner in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and (A) the REIT Shares Amount, if applicable(B) the Applicable Percentage and (C) solely with respect to Redemption of Series 2 Class E Units, a number, expressed as a percentage, determined by dividing the Value of Class E REIT Shares by the Value of Class I REIT Shares, such values determined in each case as of the end of the Specified Redemption Date. Such number of REIT Shares shall be delivered by the GP Parent General Partner as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Aggregate Share Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP ParentGeneral Partner, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i1) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Aggregate Share Ownership Limit (or, if applicable the Excepted Holder Limit); (ii2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii3) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Aggregate Share Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv4) Any other documents as the GP Parties General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Rightrequire. (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent General Partner to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Common Share Ownership Limit, the Aggregate Share Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnershippartnership” under section 7704 of the Code. (f) A redemption fee may be charged (other than to the Sponsor Parties and their respective affiliates) in connection with an exercise of Redemption Rights pursuant to this Section 8.5. Without limiting the generality of the foregoing, unless a waiver of such fee has been granted or a higher or lower fee was set forth in the applicable offering documents for the Partnership Units (or offering documents for a security or interest that was exchanged or converted for Partnership Units at the option of the Partnership or pursuant the terms of this Agreement), a redemption fee of 1.0% of the Cash Amount or REIT Shares otherwise payable to a Limited Partner (i) upon redemption of Series 1 Class E Units (other than Series 1 Class E Units issued to the General Partner) pursuant to this Section 8.5 shall be paid by such Limited Partner to Dividend Capital Exchange Facilitators LLC, and (ii) upon redemption of any other Partnership Units (other than from the Sponsor Parties and their respective affiliates) pursuant to this Section 8.5 shall be paid by such Limited Partner to BC Exchange Advisor Group LLC; the Operating Partnership shall deduct such amount from the Cash Amount or REIT Shares otherwise payable to such Limited Partner and pay it to Dividend Capital Exchange Facilitators LLC or BC Exchange Advisor Group LLC, as applicable, on behalf of the Limited Partner. To the extent that a transaction (a “Unit Transaction”) occurs in which any Partnership Units which are subject to a redemption fee under this Section 8.5(f) are acquired (for cash or securities), transferred, merged, converted, tendered, or disposed of in any other similar transaction, then unless the beneficiaries of such redemption fees identified herein otherwise agree in their reasonable discretion (which may include requiring that any applicable counterparty execute an agreement agreeing to continue to collect and remit such redemption fees following the Unit Transaction), the Operating Partnership will be obligated to collect the redemption fees in connection with the closing of such Unit Transaction and remit the same to the applicable beneficiaries.

Redemption Right. (a) A. Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e8.6(B) and 8.5(f8.6(C) hereof and the provisions of at any agreements time on or after such date as expressly provided for in any agreement entered into between the Operating Partnership and one or more any Limited Partners with respect to Operating Partnership Units held by themPartner, each Limited Partner holding Operating Partnership Units, holder of a Common Unit (if other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, General Partner) shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units (provided that such Partnership Units constitute Common Units) held by such Limited Partner holder at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretion, Partnership; provided that such Operating the Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner holder who is exercising the Redemption Right redemption right (the “Tendering PartyRedeeming Partner”). No Limited Partner may deliver more than two Notices ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption during each calendar yearpursuant to Section 8.6(B). A Limited Partner holder under this Section 8.6(A) may not exercise the Redemption Right for less than 1,000 Operating Partnership Units at any one time or, if such Limited Partner holder holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution distributions paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption. AmericasActive:14392849.4 (b) If B. Notwithstanding the General provisions of Section 8.6(A), a Limited Partner elects that exercises the Redemption Right shall be deemed to redeem Tendered have offered to sell the Partnership Units for REIT Shares rather than cashdescribed in the Notice of Redemption to the Operating Partnership, then and the Operating Partnership may, in its sole and absolute discretion, elect to purchase directly and acquire such Partnership Units by paying to the Redeeming Partner either the Cash Amount or the OP Unit Amount, as elected by the Operating Partnership in its sole and absolute discretion, on the Specified Redemption Date, whereupon the Operating Partnership shall direct acquire the GP Parent Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. If the Operating Partnership shall elect to issue exercise its right to purchase Partnership Units under this Section 8.6(B) with respect to a Notice of Redemption, it shall so notify the Redeeming Partner within five Business Days after the receipt by it of such Notice of Redemption. Unless the Operating Partnership (in its sole and deliver such REIT Shares absolute discretion) shall exercise its right to purchase Partnership Units from the Redeeming Partner pursuant to this Section 8.6(B), the Operating Partnership shall not have any obligation to the Tendering Party pursuant Redeeming Partner or the Partnership with respect to the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering PartyRedeeming Partner’s exercise of the Redemption Right. In the event the Operating Partnership shall exercise its right to purchase Partnership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.6(B), the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such Redemption Right, and (ii) such each of the Redeeming Partner, the Partnership and the Operating Partnership shall treat the transaction shall be treatedbetween the Operating Partnership and the Redeeming Partner, for federal income tax purposes, as a transfer by sale of the Tendering Party of such Tendered Redeeming Partner’s Partnership Units to the GP Parent in exchange for REIT sharesOperating Partnership. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Each Redeeming Partner elects agrees to issue REIT Shares (rather than cash) is referred to execute such documents as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties may reasonably require in connection with the issuance of REIT Shares OP Units upon the exercise of the Redemption Right. . In case of any reclassification of OP Units (dincluding, but not limited to, any reclassification upon a consolidation or merger in which the Operating Partnership is the surviving entity) Any Cash Amount into securities other than OP Units, for purposes of this Section 8.6(B), the Operating Partnership (or its successor) may thereafter exercise its right to purchase Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of OP Units for which such Partnership Units could be paid to a Tendering Party purchased pursuant to this Section 8.5 immediately prior to such reclassification. C. Notwithstanding the provisions of Section 8.6(A) and Section 8.6(B), a Partner shall not be paid entitled to exercise the Redemption Right pursuant to Section 8.6(A) to the extent that the delivery of OP Units to such Partner on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does pursuant to Section 8.6(B) (regardless of whether or not constitute a “publicly traded partnership” the Operating Partnership would in fact exercise its rights under section 7704 Section 8.6(B)) would (i) be prohibited, as determined in the sole discretion of the Code. If and when the General Partner determines that imposing such restrictions is necessaryOperating Partnership, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel law or any other agreement applicable to the Operating Partnership or (ii) cause the acquisition of OP Units by such Partner to be “integrated” with any other distribution of OP Units for purposes of complying with the Securities Act. AmericasActive:14392849.4 D. Each Partner covenants and agrees that all Partnership Units delivered for redemption shall be delivered to the Partnership free and clear of all liens; and, notwithstanding anything contained herein to the contrary, the Partnership shall be under no obligation to acquire Partnership Units which states are or may be subject to any liens. Each Partner further agrees that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated if any state or local property transfer tax is payable as a “publicly traded Operating Partnership” under section 7704 result of the Codetransfer of its Partnership Units to the Partnership, such Partner shall assume and pay such transfer tax. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) Subject to Sections 8.5(b8.4(b), 8.5(c8.4(c), 8.5(d8.4(d), 8.5(e8.4(e) and 8.5(f8.4(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership Units, (other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, General Partner or any Subsidiary of the General Partner) shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units held by such Limited Partner at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretionPartnership, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year, and subject to any restrictions agreed to in writing between the Redeeming Partner and the General Partner or the Partnership. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Redemption Right (the “Tendering PartyRedeeming Partner”). No ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.4(b); and provided, further, that no Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If Notwithstanding the provisions of Section 8.4(a), a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Partnership Units described in the Notice of Redemption to the General Partner, and the General Partner elects may, in its sole and absolute discretion, elect to redeem Tendered purchase directly and acquire such Partnership Units for by paying to the Redeeming Partner either the Cash Amount or the REIT Shares rather than cash, then the Operating Partnership shall direct the GP Parent to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposesAmount, as a transfer elected by the Tendering Party of such Tendered Units to the GP Parent in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable its sole and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cashabsolute discretion), on the Specified Redemption Date, whereupon the Tendering Party General Partner shall sell such number of acquire the Tendered Partnership Units to offered for redemption by the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount Redeeming Partner and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered treated for all purposes of this Agreement as the owner of such Partnership Units. If the General Partner shall elect to exercise its right to purchase Partnership Units under this Section 8.4(b) with respect to a Notice of Redemption, it shall so notify the Redeeming Partner within five Business Days after the receipt by the GP Parent as duly authorized, validly issued, fully paid General Partner of such Notice of Redemption. Unless the General Partner (in its sole and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than absolute discretion) shall exercise its right to purchase Partnership Units from the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights Redeeming Partner pursuant to this Section 8.58.4(b), the Tendering Party General Partner shall submit have no obligation to the following Redeeming Partner or the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. In the event the General Partner shall exercise its right to purchase Partnership Units with respect to the exercise of an Redemption Right in the manner described in the first sentence of this Section 8.4(b), the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such Redemption Right, and each of the Redeeming Partner, the Partnership, and the General Partner, as the case may be, shall treat the transaction between the General Partner, as the case may be, and the Redeeming Partner for federal income tax purposes as a sale of the Redeeming Partner’s Partnership Units to the General Partner, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) case may be. Each Redeeming Partner agrees to execute such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (c) Notwithstanding the provisions of Section 8.4(a) and 8.4(b), a Limited Partner shall not be entitled to exercise the Redemption Right if the delivery of REIT Shares to such Partner on the Specified Redemption Date by the General Partner pursuant to Section 8.4(b) (regardless of whether or not the General Partner would in fact exercise its rights under Section 8.4(b)) would (i) result in such Partner or any other person owning, directly or indirectly, REIT Shares in excess of the Ownership Limit (as defined in the Articles of Incorporation and calculated in accordance therewith), except as provided in the Articles of Incorporation, (ii) result in REIT Shares being owned by fewer than 100 persons (determined without reference to any rules of attribution, (iii) result in the General Partner being “closely held” within the meaning of Section 856(h) of the Code, (iv) cause the General Partner to own, directly or constructively, 9.9% or more of the ownership interests in a tenant within the meaning of Section 856(d)(2)(B) of the Code, (v) otherwise cause the General Partner to fail to qualify as a REIT under the Code, or (vi) cause the acquisition of REIT Shares by such Limited Partner to be “integrated” with any other distribution of REIT Shares or Common Units for purposes of complying with the registration provisions of the Securities Act. The General Partner, in its sole and absolute discretion, may waive the restriction on redemption set forth in this Section 8.4(c). (d) Any Cash Amount to be paid to a Tendering Party an Redeeming Partner pursuant to this Section 8.5 8.4 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 90 days to the extent required for the GP Parent General Partner to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash AmountAmount and may also delay such Specified Redemption Date to the extent necessary to effect compliance with the applicable requirements of law. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered redeemed Partnership Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership UnitsPartners, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be being treated as a “publicly traded Operating Partnershippartnership” under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) Subject to Sections 8.5(b8.04(b), 8.5(c8.04(c), 8.5(d8.04(d), 8.5(e8.04(e) and 8.5(f) 8.04(f), and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by themthem and any restriction agreed to in writing between the Redeeming Limited Partner and the General Partner, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentCompany, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein"Redemption Right") to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units that have been held by such Limited Partner in exchange for at least one year (a “Redemption Right”) for REIT shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, such lesser time as determined by the General Partner in its sole and absolute discretion, provided that such Operating Partnership Units () at a redemption price equal to and in the “Tendered Units”) shall have been outstanding for at least one yearform of the Redemption Amount to be paid by the Partnership. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Redemption Right (the “Tendering Party”"Redeeming Limited Partner"). No ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Company elects to purchase the Partnership Units subject to the Notice of Redemption; and provided, further, that no Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Limited Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If Notwithstanding the General provisions of Section 8.04(a), a Limited Partner elects that exercises the Redemption Right shall be deemed to redeem Tendered have offered to sell the Partnership Units for described in the Notice of Redemption to the Company, and the Company may, in its sole and absolute discretion, elect to purchase directly and acquire such Partnership Units by paying to the Redeeming Limited Partner either the Cash Amount or the REIT Shares rather than cash, then the Operating Partnership shall direct the GP Parent to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposesAmount, as a transfer elected by the Tendering Party of such Tendered Units to the GP Parent Company (in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable its sole and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cashabsolute discretion), on the Specified Redemption Date, whereupon the Tendering Party Company shall sell such number of acquire the Tendered Partnership Units to offered for redemption by the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount Redeeming Limited Partner and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by treated for all purposes of this Agreement as the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free owner of any pledge, lien, encumbrance or restriction, other than such Partnership Units. If the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and Company shall elect to exercise its right to purchase Partnership Units under this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c8.04(b) In connection with an exercise of Redemption Rights pursuant respect to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the a Notice of Redemption, (a) disclosing it shall so notify the actual and constructive ownership, as determined for purposes Redeeming Limited Partner within five Business Days after the receipt by the General Partner of Code Sections 856(a)(6) and 856(h), such Notice of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect Redemption. In the event the Company shall exercise its right to purchase Partnership Units with respect to the Redemptionexercise of a Redemption Right, neither the Tendering Party nor Partnership shall have no obligation to pay any Related Party will own REIT Shares in excess amount to the Redeeming Limited Partner with respect to such Redeeming Limited Partner's exercise of such Redemption Right, and each of the Ownership Limit (orRedeeming Limited Partner, if applicable the Excepted Holder Limit); (ii) A written representation that neither Partnership, the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior Company and the General Partner shall treat the transaction between the Company and the Redeeming Limited Partner for federal income tax purposes as a sale of the Redeeming Limited Partner's Partnership Units to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking Company. Each Redeeming Limited Partner agrees to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other execute such documents as the GP Parties Company may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (c) Notwithstanding the provisions of Section 8.04(a) and 8.04(b), a Limited Partner shall not be entitled to exercise the Redemption Right if the delivery of REIT Shares to such Partner on the Specified Redemption Date by the Company pursuant to Section 8.04(b) (regardless of whether or not the Company would in fact exercise its rights under Section 8.04(b)) would (i) result in such Partner or any other person owning, directly or indirectly, REIT Shares in excess of the Ownership Limitation (as defined in the Declaration of Trust) and calculated in accordance therewith, except as provided in the Declaration of Trust, (ii) result in REIT Shares being owned by fewer than 100 persons (determined without reference to any rules of attribution), (iii) result in the Company being "closely held" within the meaning of Section 856(h) of the Code, (iv) cause the Company to own, directly or constructively, 10% or more of the ownership interests in a tenant of the General Partner's, the Partnership's or a Subsidiary Partnership's real property, within the meaning of Section 856(d)(2)(B) of the Code, or (v) be likely to cause the acquisition of REIT Shares by such Partner to be "integrated" with any other distribution of REIT Shares or Partnership Units for purposes of complying with the registration provisions of the Securities Act. The General Partner or the Company, in its sole and absolute discretion, may waive the restriction on redemption set forth in this Section 8.04(c). (d) Any Cash Amount to be paid to a Tendering Party Redeeming Limited Partner pursuant to this Section 8.5 8.04 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 90 days to the extent required for the GP Parent Company to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner and the Company each agrees to use its best efforts to cause the closing of the acquisition of Tendered redeemed Partnership Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law that apply upon a Redeeming Limited Partner's exercise of the Redemption Right. If a Redeeming Limited Partner believes that it is exempt from such withholding upon the exercise of the Redemption Right, such Partner must furnish the General Partner with a FIRPTA Certificate in the form attached hereto as Exhibit C. If the Partnership, the Company or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redeeming Limited Partner's exercise of the Redemption Right and if the Redemption Amount equals or exceeds the Withheld Amount, the Withheld Amount shall be treated as an amount received by such Partner in redemption of its Partnership Units. If, however, the Redemption Amount is less than the Withheld Amount, the Redeeming Limited Partner shall not receive any portion of the Redemption Amount, the Redemption Amount shall be treated as an amount received by such Partner in redemption of its Partnership Units, and the Partner shall contribute the excess of the Withheld Amount over the Redemption Amount to the Partnership before the Partnership is required to pay over such excess to a taxing authority. (f) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “"publicly traded partnership” " under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “"Restriction Notice”") to each of the Limited Partners holding Operating Partnership UnitsPartners, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which that states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be being treated as a “"publicly traded Operating Partnership” partnership" under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and ), 8.5(f) and 8.6 hereof, the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner (except as permitted below), shall, after holding its Operating Partnership Units for at least one yearyear (other than the Advisor and its Affiliates), have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Units (other than Special OP Units), held by such Limited Partner (such Units, the “Tendered Units”), in exchange (a “Redemption Right”) ), alternatively, for either REIT shares issuable on, Shares having the same Class designation as the Partnership Units subject to the Redemption Right or the Cash Amount payable on, the Specified Redemption DateAmount, as determined by the General Partner in its sole discretion. The consideration payable in respect of Tendered Units shall be issued or paid, provided that such Operating Partnership Units (as the “Tendered Units”) shall have been outstanding for at least one yearcase may be, on the Specified Redemption Date. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner Partner, other than the Special OP Unitholder, the Advisor and their Affiliates, may deliver more than two Notices of Redemption during each calendar year. A Limited Partner (other than the Special OP Unitholder, the Advisor and their Affiliates) may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. Notwithstanding the foregoing, the Special OP Unitholder, the Advisor and their Affiliates will be entitled to have all or a portion of their Partnership Units redeemed pursuant to this Section 8.5 at any time irrespective of the period the Partnership Units have been held by such Partner. The Partnership shall redeem any such Partnership Units held by the Special OP Unitholder, the Advisor or their Affiliates for the Cash Amount unless the Board of Directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Partnership Units will be redeemed for an amount of REIT Shares having the same Class designation as the Tendered Units with an aggregate NAV equivalent to the aggregate NAV of such Partnership Units. If the Tendering Party is the Special OP Unitholder, the Advisor or one of their Affiliates, and the Tendered Units were not issued by the Partnership in lieu of payments or distributions of the Performance Allocation or in lieu of cash asset management fees pursuant to the Advisory Agreement, then the redemption of such Tendered Units shall not be subject to the monthly and quarterly limitations of the General Partner’s share redemption program described in the Prospectus. In addition, the General Partner shall be entitled to have its Partnership Units redeemed for the Cash Amount (an “Asset Acquisition Redemption”), at any time and under the circumstances described in Section 5.6 hereof. (b) If the General Partner elects to redeem cause the Tendered Units to be exchanged for REIT Shares having the same Class designation as the Tendered Units rather than cashthe Cash Amount, then the Operating Partnership shall direct the GP Parent General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP ParentGeneral Partner, acting as a distinct legal entity, shall assume directly the Partnership’s redemption obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnership” under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) A. Subject to Sections 8.5(b)8.6.B and 8.6.C hereof and on or after such date, 8.5(c)if any, 8.5(d), 8.5(e) and 8.5(f) and the provisions of as expressly provided for in any agreements agreement entered into between the Operating Partnership and one or more any Limited Partners with respect to Operating Partnership Units held by themPartner, each Limited Partner holding Operating Partnership Units, (other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, Company) shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units held by such Limited Partner at a redemption price per Unit equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one yearPartnership. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General PartnerCompany) by the Limited Partner who is exercising the Redemption Right redemption right (the “Tendering PartyRedeeming Partner”). No Limited Partner may deliver more than two Notices ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Company elects to purchase the Partnership Units subject to the Notice of Redemption during each calendar year. pursuant to Section 8.6.B. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating one thousand (1,000) Partnership Units at any one time or, if such Limited Partner holds less than 1,000 Operating one thousand (1,000) Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution distributions paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such Limited Partner. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6.A shall be cancelled upon such redemption. B. Notwithstanding the provisions of Section 8.6.A, a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Partnership Units described in the Notice of Redemption to the Company, and the Company may, in its sole and absolute discretion, elect to purchase directly and acquire such Partnership Units by paying to the Redeeming Partner either the Cash Amount or the REIT Shares Amount, as elected by the Company (b) in its sole and absolute discretion), on the Specified Redemption Date, whereupon the Company shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. If the General Company shall elect to exercise its right to purchase Partnership Units under this Section 8.6.B with respect to a Notice of Redemption, it shall so notify the Redeeming Partner elects within five Business Days after the receipt by it of such Notice of Redemption. Unless the Company (in its sole and absolute discretion) shall exercise its right to redeem Tendered purchase Partnership Units for REIT Shares rather than cashfrom the Redeeming Partner pursuant to this Section 8.6.B, then the Operating Partnership Company shall direct the GP Parent to issue and deliver such REIT Shares not have any obligation to the Tendering Party pursuant Redeeming Partner or the Partnership with respect to the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering PartyRedeeming Partner’s exercise of the Redemption Right. In the event the Company shall exercise its right to purchase Partnership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.6.B, the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such Redemption Right, and (ii) such each of the Redeeming Partner, the Partnership, and the Company shall treat the transaction shall be treatedbetween the Company and the Redeeming Partner, for federal income tax purposes, as a transfer by sale of the Tendering Party of such Tendered Redeeming Partner’s Partnership Units to the GP Parent in exchange for REIT sharesCompany. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Each Redeeming Partner elects agrees to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making execute such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties Company may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. . In case of any reclassification of the REIT Shares (dincluding, but not limited to, any reclassification upon a consolidation or merger in which the Company is the continuing corporation) Any Cash Amount into securities other than REIT Shares, for purposes of this Section 8.6.B, the Company (or its Successor) may thereafter exercise its right to purchase Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of REIT Shares for which such Units could be paid to a Tendering Party purchased pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect immediately prior to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possiblereclassification. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnership” under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) A. Subject to Sections 8.5(b8.6.B and 8.6.C hereof, on or after that date which is [fourteen (14), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and ] months after the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by themEffective Date, each Limited Partner holding Operating Partnership Units, (other than the GP ParentGeneral Partner, shall, after holding in its Operating Partnership Units for at least one year, capacity as such or the Initial Limited Partner) shall have the right (subject to the terms and conditions set forth herein"Redemption Right") to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Common Units held by such Limited Partner at a redemption price per Common Unit equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one yearPartnership. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General PartnerCompany) by the Limited Partner who is exercising the Redemption Right (the “Tendering Party”"Redeeming Partner"). No Limited ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Company elects to cause the General Partner may deliver more than two Notices to purchase the Common Units subject to the Notice of Redemption during each calendar year. pursuant to Section 8.6.B. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership one thousand (1,000) Common Units or, if such Limited Partner holds less than 1,000 Operating Partnership one thousand (1,000) Common Units, all of the Operating Partnership Common Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Common Units so redeemed, to receive any distribution distributions paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such Limited Partner. [In connection with the exercise of a Redemption Right by a Limited Partner pursuant to which the election is made, pursuant to Section 8.6.B, to pay the REIT Share Amount, such Limited Partner shall agree to pay to the Company, promptly after such Limited Partner's (or its Assignee's) receipt of its first distribution with respect to the REIT Shares received with respect to such redemption, an amount equal to the amount of such distribution less such portion of such amount as is determined by multiplying such amount by a fraction, the numerator of which is the number of days in the period between the record date for such distribution and the record date for the immediately prior distribution by the Company during which such Limited Partner held such REIT Shares, and the denominator of which is the total number of days during such period.] B. Notwithstanding the provisions of Section 8.6.A, upon an election by a Limited Partner to exercise the Redemption Right, the Company may, in its sole and absolute discretion (b) If subject to the limitations on ownership and transfer of REIT Shares set forth in the articles of incorporation of the Company), cause the General Partner elects to redeem Tendered Units for elect to assume directly and satisfy a Redemption Right by paying to the Redeeming Partner either the Cash Amount or the REIT Shares rather than cashAmount, then as the Operating Company determines in its sole and absolute discretion, whereupon the General Partner shall acquire the Common Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Units. If the Company shall elect to exercise its right to purchase Common Units under this Section 8.6.B with respect to a Notice of Redemption, it shall so notify the Redeeming Partner within five (5) Business Days after the receipt by it of such Notice of Redemption. Unless the Company shall exercise its right to cause the General Partner to purchase Common Units from the Redeeming Partner pursuant to this Section 8.6.B, the Company shall not have any obligation to the Redeeming Partner or the Partnership with respect to the Redeeming Partner's exercise of the Redemption Right. In the event the Company shall exercise its right to cause the General Partner to purchase Common Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.6.B, the Partnership shall direct the GP Parent have no obligation to issue and deliver such REIT Shares pay any amount to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation Redeeming Partner with respect thereto and shall satisfy the Tendering Party’s to such Redeeming Partner's exercise of its such Redemption Right, and (ii) such each of the Redeeming Partner, the Partnership, and the General Partner shall treat the transaction shall be treatedbetween the General Partner and the Redeeming Partner, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent in exchange for REIT shares. The percentage sale of the Tendered Redeeming Partner's Common Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition . Each Redeeming Partner agrees to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) execute such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (d) Any Cash Amount C. Notwithstanding the provisions of Section 8.6.A and Section 8.6.B, a Partner shall not be entitled to be paid to a Tendering Party exercise the Redemption Right pursuant to this Section 8.5 shall be paid 8.6.A if the delivery of REIT Shares to such Partner on the Specified Redemption Date; provided, however, that Date by the General Partner may elect pursuant to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued to provide financing to be used to make such payment Section 8.6.B (regardless of the Cash Amount. Notwithstanding the foregoing, whether or not the General Partner agrees to use would in fact exercise its best efforts to cause rights under Section 8.6.B) would be prohibited under the closing Certificate of Incorporation of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possibleCompany. (e) Notwithstanding any other provision of this AgreementD. In the event that the Partnership issues additional Partnership Interests pursuant to Section 4.2.A hereof, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing make such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnership” under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant revisions to this Section 8.58.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests.

Redemption Right. (a) Subject to Sections 8.5(b8.05(b), 8.5(c8.05(c), 8.5(d8.05(d), 8.5(e8.05(e) and 8.5(f8.05(i) and the provisions of any agreements agreement between the Operating Partnership and one or more any Limited Partners Partner with respect to Operating Partnership Units held by themsuch Limited Partners, each such Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentOriginal Limited Partner, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein"Redemption Right") to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date, or on the Class A Specified Redemption Date with respect to a Class A Partner, all or a portion of the Operating Partnership Units held by such Limited Partner at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretionPartnership, provided provided, that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Redemption Right (the “Tendering Party”"Redeeming Partner"). No ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.05(b); and provided, further, that no Limited Partner may deliver more than two Notices of Redemption during each calendar year, provided that each Class A Partner may deliver a Notice of Redemption more frequently provided it is limited to one Notice of Redemption per calendar quarter. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Except as otherwise provided in Section 8.05(h), the Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date or the Class A Specified Redemption Date, as applicable. (b) If Notwithstanding the provisions of Section 8.05(a), a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Partnership Units described in the Notice of Redemption to the General Partner, and the General Partner elects may, in its sole and absolute discretion but subject to redeem Tendered the last sentence of this subsection (b), elect to purchase directly and acquire such Partnership Units for by paying to the Redeeming Partner either the Cash Amount or the REIT Shares rather than cash, then the Operating Partnership shall direct the GP Parent to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposesAmount, as a transfer elected by the Tendering Party of such Tendered Units to the GP Parent in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable its sole and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cashabsolute discretion), on the Specified Redemption DateDate or on the Class A Specified Redemption Date with respect to a Class A Partner, whereupon the Tendering Party General Partner shall sell acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such number Partnership Units. If the General Partner shall elect to exercise its right to purchase Partnership Units under this Section 8.05(b) with respect to a Notice of Redemption, it shall so notify the Tendered Units to Redeeming Partner within five (three for any Class A Partner) Business Days after the GP Parent in exchange for a number receipt by the General Partner of REIT Shares equal to such Notice of Redemption. Such notice shall indicate whether the product of General Partner will pay the REIT Shares Cash Amount and the Applicable Percentage. The product of the Applicable Percentage and or the REIT Shares Amount, if applicable, . Unless the General Partner (in its sole and absolute discretion) shall be delivered by exercise its right to purchase Partnership Units from the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights Redeeming Partner pursuant to this Section 8.58.05(b), the Tendering Party General Partner shall submit not have any obligation to the following Redeeming Partner or the Partnership with respect to the Redeeming Partner's exercise of the Redemption Right. In the event the General Partner shall exercise its right to purchase Partnership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.05(b), the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner's exercise of such Redemption Right, and each of the Redeeming Partner, the Partnership, and the General Partner shall treat the transaction between the General Partner and the Redeeming Partner for federal income tax purposes as a sale of the Redeeming Partner's Partnership Units to the General Partner, in addition . Each Redeeming Partner agrees to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) execute such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties Partnership may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. If Section 5.05 hereof shall prevent the Partnership from satisfying, in whole or in part, any exercise of the Redemption Right by a Redeeming Partner, then the Company (whether or not it is then the General Partner) shall be deemed to have elected pursuant to this Section 8.05(b) to purchase, and hereby agrees to purchase, directly from such Redeeming Partner, such number of Partnership Units as the Partnership is unable to redeem due to the operation of Section 5.05. (c) Notwithstanding the provisions of Section 8.05(a) and 8.05(b), a Limited Partner shall not be entitled to exercise the Redemption Right if the delivery of REIT Shares to such Partner on the Specified Redemption Date by the Company pursuant to Section 8.05(b) (regardless of whether or not the Company would in fact exercise its rights under Section 8.05(b)) would (i) result in REIT Shares being owned by fewer than 100 persons (determined without reference to any rules of attribution), (ii) result in the Company being "closely held" within the meaning of Section 856(h) of the Code, (iii) cause the Company to own, directly or constructively, 10% or more of the ownership interests in a tenant of the Company's, the Partnership's or a Subsidiary's real property, within the meaning of Section 856(d)(2)(B) of the Code, (iv) in the good faith opinion of the Board of Directors of the Company, otherwise disqualify the Company as a REIT, or (v) in the opinion of counsel for the Company, constitute or result in a violation of Section 5 of the Securities Act, or cause the acquisition of REIT Shares by such Partner to be "integrated" with any other distribution of REIT Shares for purposes of complying with the registration provisions of the Securities Act. The Company, in its sole and absolute discretion, may waive the restriction on redemption set forth in this Section 8.05(c); provided, however, that in the event such restriction is waived, the Redeeming Partner shall be paid the Cash Amount. Notwithstanding the foregoing, each Class A Partner shall be entitled to exercise its Redemption Right with respect to the Class A Partnership Units regardless of whether the issuance of REIT Shares to such Class A Partner would violate the restrictions set forth above, provided that the Class A Partner shall receive the Cash Amount in connection with such redemption. (d) Any Cash Amount to be paid by the Partnership to a Tendering Party Redeeming Partner pursuant to this Section 8.5 8.05(a), and any Cash Amount or REIT Shares Amount to be paid by the General Partner to a Redeeming Partner pursuant to Section 8.05(b), shall be paid on within 20 Business Days, or with respect to a Redeeming Partner who is a Class A Partner, five Business Days, after the Specified initial date of receipt by the General Partner of the Notice of Redemption Daterelating to the Partnership Units to be redeemed; provided, however, that such 20 Business Day period, but not the General Partner five Business Day period, may elect to cause the Specified Redemption Date to be delayed extended for up to an additional 180 days 180-day period to the extent required for the GP Parent Company to cause additional REIT Shares issue and sell securities the proceeds of which will be contributed to be issued the Partnership to provide financing to be used to make such cash for payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered redeemed Partnership Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall may place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “"publicly traded partnership” " under section Section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership UnitsPartners, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, such restrictions are necessary in order to avoid having the Operating Partnership be being treated as a “"publicly traded Operating Partnership” partnership" under section Section 7704 of the Code. (f) A redemption fee may The Conversion Factor shall be charged adjusted from time to time as follows: (i) In the event that the Company (A) declares or pays a dividend on its outstanding REIT Shares in connection REIT Shares or makes a distribution to all holders of its outstanding REIT Shares in REIT Shares, (B) subdivides its outstanding REIT Shares, or (C) combines its outstanding REIT Shares into a smaller number of REIT Shares, the Conversion Factor shall be adjusted by multiplying the Conversion Factor by a fraction, the numerator of which shall be the number of REIT Shares issued and outstanding on the record date for such dividend, distribution, subdivision or combination (assuming for such purposes that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of REIT Shares (determined without the above assumption) issued and outstanding on such date. (ii) In the event that the Company declares or pays a dividend or other distribution on its outstanding REIT Shares (other than (a) ordinary cash dividends or (b) dividends payable in REIT Shares that give rise to an adjustment in the Conversion Factor under subsection (i) hereof) and the Value of the REIT Shares on the 20th trading day following the record date ("Record Date") for such dividend or distribution (the "Post-Distribution Value") is less than the Value of the REIT Shares on the Business Day immediately preceding such Record Date (the "Pre-Distribution Value"), then the Conversion Factor in effect after the Record Date shall be adjusted by multiplying the Conversion Factor in effect prior to the Record Date by a fraction, the numerator of which is the Pre-Distribution Value and the denominator of which is the Post-Distribution Value, provided. however, that no adjustment shall be made if (a) with respect to any cash dividend or distribution with respect to REIT shares, the Partnership distributes with respect to each Partnership Unit an exercise amount equal to the amount of such dividend or distribution multiplied by the Conversion Factor or (b) with respect to any dividend or distribution of securities or property other than cash, the Partnership distributes with respect to each Partnership Unit an amount of securities or other property equal to the amount distributed with respect to each REIT share multiplied by the Conversion Ratio or a partnership interest or other security readily convertible into such securities or other property. (iii) Any adjustment to the Conversion Factor shall become effective immediately after the effective date of any of the events described in subsections (i) and (ii), retroactive to the record date, if any, for such event, provided, however, that if the Partnership receives Notice of Redemption after the record date, but prior to the payment date or effective date, of any dividend, distribution, subdivision or combination referred to in subsection (i) or (ii), the Conversion Factor shall be determined as if the Company had received the Notice of Exchange immediately prior to the record date for such dividend, distribution, subdivision or combination. (iv) If the rights (the "Stockholder Rights") governed by the Rights pursuant Agreement, dated as of January 27, 1998 (the "Rights Agreement"), by and between the General Partner and ChaseMellon Shareholder Services L.L.C., are issued and exercised, the Conversion Factor shall be equitably adjusted to take into account the resulting dilution in the REIT Shares, provided, however, that the Conversion Factor shall not be adjusted with respect to any Partnership Units held by any person to which the provisions of Section 7(e) of the Rights Agreement apply or would apply if such person were a holder of Stockholder Rights. (g) If a Class A Partner exercises its Redemption Right with respect to Class A Partnership Units and the Partnership elects to pay the Cash Amount with respect to such redemption and does not pay such amount to such Class A Partner by the Class A Specified Redemption Date then on such date the Partnership shall issue such Class A Partner a promissory note (the "Class A Note"). The Class A Note shall be payable within 30 calendar days and will bear interest at a rate per annum equal to LIBOR plus 90 basis points. Payment of the Class A Note shall be guaranteed by the General Partner. For purposes of this Section 8.58.05(g), "LIBOR" means the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the date the Class A Note is issued for a term of 30 days. If for any reason such rate is not available, the term "LIBOR" shall mean the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on the Reuters Screen LIBOR Page as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the date the Class A Note is issued for a term of 30 days; provided, however, if more than one rate is specified on the Reuters Screen LIBOR Page, the applicable rate shall be the arithmetic mean of all such rates.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner, shall, after holding its Operating their Partnership Units for at least one year, have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Units held by such Limited Partner in exchange (a “Redemption Right”) for REIT shares Shares issuable on, or the Cash Amount payable on, or a combination thereof having an equivalent value to the REIT Shares issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If the General Partner elects to redeem Tendered Units for REIT Shares rather than cash, then the Operating Partnership shall direct the GP Parent General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP ParentGeneral Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent General Partner in exchange for REIT sharesShares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent General Partner in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount31 Source: TNP STRATEGIC RETAIL TRUST, if applicableINC., shall be delivered EX-10.3, 5/11/2009 | Powered by the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation.Intelligize (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i1) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Aggregate Share Ownership Limit (or, if applicable the Excepted Holder Limit); ; (ii2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii3) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Aggregate Share Ownership Limit (or, if applicable, the Excepted Holder Limit). ; and (iv4) Any other documents as the GP Parties General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent General Partner to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Common Share Ownership Limit, the Aggregate Share Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, (c) the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary (d) to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that32 Source: TNP STRATEGIC RETAIL TRUST, in the opinion of such counselINC., restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnership” under section 7704 of the Code.EX-10.3, 5/11/2009 | Powered by Intelligize (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) A. Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e8.6(B) and 8.5(f8.6(C) hereof and the provisions of at any agreements time on or after such date as expressly provided for in any agreement entered into between the Operating Partnership and one or more any Limited Partners with respect to Operating Partnership Units held by themPartner, each Limited Partner holding Operating Partnership Units, holder of a Common Unit (if other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, General Partner) shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units (provided that such Partnership Units constitute Common Units) held by such Limited Partner holder at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretion, Partnership; provided that such Operating the Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year; provided, further, that the General Partner, following the direction and approval of the Board of Directors, may allow a holder to exercise its Redemption Right prior to the Common Units being outstanding for one year in its discretion. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner holder who is exercising the Redemption Right redemption right (the “Tendering PartyRedeeming Partner”). No Limited Partner may deliver more than two Notices ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Operating Partnership elects to purchase the Partnership Units subject to the Notice of Redemption during each calendar yearpursuant to Section 8.6(B). A Limited Partner holder under this Section 8.6(A) may not exercise the Redemption Right for less than 1,000 Operating Partnership Units at any one time or, if such Limited Partner holder holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution distributions paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date.. The Assignee of any holder herein may exercise the rights of such Limited Partner pursuant to this Section 8.6(A), and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a holder in this Section 8.6(A), the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such holder. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6(A) shall be cancelled upon such redemption. AmericasActive:14394732.5 (b) If B. Notwithstanding the General provisions of Section 8.6(A), a Limited Partner elects that exercises the Redemption Right shall be deemed to redeem Tendered have offered to sell the Partnership Units for REIT Shares rather than cashdescribed in the Notice of Redemption to the Operating Partnership, then and the Operating Partnership may, in its sole and absolute discretion, elect to purchase directly and acquire such Partnership Units by paying to the Redeeming Partner either the Cash Amount or the OP Unit Amount, as elected by the Operating Partnership in its sole and absolute discretion, on the Specified Redemption Date, whereupon the Operating Partnership shall direct acquire the GP Parent Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. If the Operating Partnership shall elect to issue exercise its right to purchase Partnership Units under this Section 8.6(B) with respect to a Notice of Redemption, it shall so notify the Redeeming Partner within five Business Days after the receipt by it of such Notice of Redemption. Unless the Operating Partnership (in its sole and deliver such REIT Shares absolute discretion) shall exercise its right to purchase Partnership Units from the Redeeming Partner pursuant to this Section 8.6(B), the Operating Partnership shall not have any obligation to the Tendering Party pursuant Redeeming Partner or the Partnership with respect to the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering PartyRedeeming Partner’s exercise of the Redemption Right. In the event the Operating Partnership shall exercise its right to purchase Partnership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.6(B), the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such Redemption Right, and (ii) such each of the Redeeming Partner, the Partnership and the Operating Partnership shall treat the transaction shall be treatedbetween the Operating Partnership and the Redeeming Partner, for federal income tax purposes, as a transfer by sale of the Tendering Party of such Tendered Redeeming Partner’s Partnership Units to the GP Parent in exchange for REIT sharesOperating Partnership. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Each Redeeming Partner elects agrees to issue REIT Shares (rather than cash) is referred to execute such documents as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties may reasonably require in connection with the issuance of REIT Shares OP Units upon the exercise of the Redemption Right. . In case of any reclassification of OP Units (dincluding, but not limited to, any reclassification upon a consolidation or merger in which the Operating Partnership is the surviving entity) Any Cash Amount into securities other than OP Units, for purposes of this Section 8.6(B), the Operating Partnership (or its successor) may thereafter exercise its right to purchase Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of OP Units for which such Partnership Units could be paid to a Tendering Party purchased pursuant to this Section 8.5 immediately prior to such reclassification. C. Notwithstanding the provisions of Section 8.6(A) and Section 8.6(B), a Partner shall not be paid entitled to exercise the Redemption Right pursuant to Section 8.6(A) to the extent that the delivery of OP Units to such Partner on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does pursuant to Section 8.6(B) (regardless of whether or not constitute a “publicly traded partnership” the Operating Partnership would in fact exercise its rights under section 7704 Section 8.6(B)) would (i) be prohibited, as determined in the sole discretion of the Code. If and when the General Partner determines that imposing such restrictions is necessaryOperating Partnership, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel law or any other agreement applicable to the Operating Partnership or (ii) cause the acquisition of OP Units by such Partner to be “integrated” with any other distribution of OP Units for purposes of complying with the Securities Act. D. Each Partner covenants and agrees that all Partnership Units delivered for redemption shall be delivered to the Partnership free and clear of all liens; and, notwithstanding anything contained herein to the contrary, the Partnership shall be under no obligation to acquire Partnership Units which states are or may be subject to any liens. Each Partner further agrees that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated if any state or local property transfer tax is payable as a “publicly traded Operating Partnership” under section 7704 result of the Code. (f) A redemption fee may be charged in connection with an exercise transfer of Redemption Rights pursuant its Partnership Units to this Section 8.5.the Partnership, such Partner shall assume and pay such transfer tax. AmericasActive:14394732.5

Redemption Right. (a) I. Subject to Sections 8.5(b)8.6.B and 8.6.C hereof and on or after such date, 8.5(c)if any, 8.5(d), 8.5(e) and 8.5(f) and the provisions of as expressly provided for in any agreements agreement entered into between the Operating Partnership and one or more any Limited Partners with respect to Operating Partnership Units held by themPartner, each Limited Partner holding Operating Partnership Units, (other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, Company) shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units (provided that such Partnership Units constitute Common Units) held by such Limited Partner at a redemption price per Unit equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one yearPartnership. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General PartnerCompany) by the Limited Partner who is exercising the Redemption Right redemption right (the “Tendering PartyRedeeming Partner”). No Limited Partner may deliver more than two Notices ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Company elects to purchase the Partnership Units subject to the Notice of Redemption during each calendar year. pursuant to Section 8.6.B. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating one thousand (1,000) Partnership Units at any one time or, if such Limited Partner holds less than 1,000 Operating one thousand (1,000) Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution distributions paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such Limited Partner. Any Partnership Units redeemed by the Partnership pursuant to this Section 8.6.A shall be cancelled upon such redemption. J. Notwithstanding the provisions of Section 8.6.A, a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Partnership Units described in the Notice of Redemption to the Company, and the Company may, in its sole and absolute discretion, elect to purchase directly and acquire such Partnership Units by paying to the Redeeming Partner either the Cash Amount or the REIT Shares Amount, as elected by the Company (b) in its sole and absolute discretion), on the Specified Redemption Date, whereupon the Company shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Partnership Units. If the General Company shall elect to exercise its right to purchase Partnership Units under this Section 8.6.B with respect to a Notice of Redemption, it shall so notify the Redeeming Partner elects within five (5) Business Days after the receipt by it of such Notice of Redemption. Unless the Company (in its sole and absolute discretion) shall exercise its right to redeem Tendered purchase Partnership Units for REIT Shares rather than cashfrom the Redeeming Partner pursuant to this Section 8.6.B, then the Operating Partnership Company shall direct the GP Parent to issue and deliver such REIT Shares not have any obligation to the Tendering Party pursuant Redeeming Partner or the Partnership with respect to the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering PartyRedeeming Partner’s exercise of the Redemption Right. In the event the Company shall exercise its right to purchase Partnership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.6.B, the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such Redemption Right, and (ii) such each of the Redeeming Partner, the Partnership and the Company shall treat the transaction shall be treatedbetween the Company and the Redeeming Partner, for federal income tax purposes, as a transfer by sale of the Tendering Party of such Tendered Redeeming Partner’s Partnership Units to the GP Parent in exchange for REIT sharesCompany. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Each Redeeming Partner elects agrees to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making execute such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties Company may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. . In case of any reclassification of the REIT Shares (dincluding, but not limited to, any reclassification upon a consolidation or merger in which the Company is the continuing corporation) Any Cash Amount into securities other than REIT Shares, for purposes of this Section 8.6.B, the Company (or its Successor) may thereafter exercise its right to purchase Partnership Units for the kind and amount of shares of such securities receivable upon such reclassification by a holder of the number of REIT Shares for which such Units could be paid to a Tendering Party purchased pursuant to this Section 8.5 immediately prior to such reclassification. K. Notwithstanding the provisions of Section 8.6.A and Section 8.6.B, a Partner shall not be paid entitled to exercise the Redemption Right pursuant to Section 8.6.A to the extent that the delivery of REIT Shares to such Partner on the Specified Redemption Date; providedDate by the Company pursuant to Section 8.6.B (regardless of whether or not the Company would in fact exercise its rights under Section 8.6.B) would (i) be prohibited, however, that as determined in the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued to provide financing to be used to make such payment sole discretion of the Cash Amount. Notwithstanding Company, under the foregoing, the General Partner agrees to use its best efforts to Certificate of Incorporation or (ii) cause the closing of the acquisition of Tendered Units hereunder REIT Shares by such Partner to occur as quickly as reasonably possible. (e) Notwithstanding be “integrated” with any other provision distribution of this Agreement, REIT Shares for purposes of complying with the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnership” under section 7704 of the CodeSecurities Act. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) Subject to Sections 8.5(b8.05(b), 8.5(c8.05(c), 8.5(d8.05(d), 8.5(e8.05(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them8.05(f), each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentPAH LP, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms "Redemption Right"), on or after the first anniversary of the date on which he acquires Partnership Units (or such later or earlier date as shall be determined in the sole and conditions set forth herein) absolute discretion of the General Partner at the time of the issuance of the Partnership Units), to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units held by such Limited Partner at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one yearPartnership. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Redemption Right (the “Tendering Party”"Redeeming Partner"). No ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Company and/or the General Partner elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.05(b); and provided, further, that no Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If Notwithstanding the provisions of Section 8.05(a), a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Partnership Units described in the Notice of Redemption to the General Partner elects to redeem Tendered Units for REIT Shares rather than cash, then and the Operating Partnership shall direct the GP Parent to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption RightCompany, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party either of such Tendered Units to the GP Parent in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects or the Company (or both) may, in its sole and absolute discretion, elect to issue purchase directly and acquire such Partnership Units by paying to the Redeeming Partner either the Cash Amount or the REIT Shares Amount, as elected by the General Partner or the Company (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable its sole and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cashabsolute discretion), on the Specified Redemption Date, whereupon the Tendering Party General Partner or the Company shall sell such number of acquire the Tendered Partnership Units to offered for redemption by the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount Redeeming Partner and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered treated for all purposes of this Agreement as the owner of such Partnership Units. If the General Partner and/or the Company shall elect to exercise its right to purchase Partnership Units under this Section 8.05(b) with respect to a Notice of Redemption, they shall so notify the Redeeming Partner within five Business Days after the receipt by the GP Parent as duly authorized, validly issued, fully paid General Partner of such Notice of Redemption. Unless the General Partner and/or the Company (in its sole and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than absolute discretion) shall exercise its right to purchase Partnership Units from the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights Redeeming Partner pursuant to this Section 8.58.05(b), neither the General Partner nor the Company shall have any obligation to the Redeeming Partner or the Partnership with respect to the Redeeming Partner's exercise of the Redemption Right. In the event the General Partner or the Company shall exercise its right to purchase Partnership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.05(b), the Tendering Party Partnership shall submit have no obligation to pay any amount to the following Redeeming Partner with respect to such Redeeming Partner's exercise of such Redemption Right, and each of the Redeeming Partner, the Partnership, and the General Partner or the Company, as the case may be, shall treat the transaction between the General Partner or the Company, as the case may be, and the Redeeming Partner for federal income tax purposes as a sale of the Redeeming Partner's Partnership Units to the General PartnerPartner or the Company, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) case may be. Each Redeeming Partner agrees to execute such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (c) Notwithstanding the provisions of Section 8.05(a) and 8.05(b), a Limited Partner shall not be entitled to exercise the Redemption Right if the delivery of REIT Shares to such Partner on the Specified Redemption Date by the General Partner or the Company pursuant to Section 8.05(b) (regardless of whether or not the General Partner or the Company would in fact exercise its rights under Section 8.05(b)) would (i) result in such Partner or any other person owning, directly or indirectly, REIT Shares in excess of the Ownership Limitation or the Look-Through Ownership Limitation, if applicable, (as defined in the Articles of Incorporation) and calculated in accordance therewith, except as provided in the Articles of Incorporation, (ii) result in REIT Shares being owned by fewer than 100 persons (determined without reference to any rules of attribution), except as provided in the Articles of Incorporation, (iii) result in the Company being "closely held" within the meaning of Section 856(h) of the Code, (iv) cause the Company to own, directly or constructively, 10% or more of the ownership interests in a tenant of the General Partner's, the Partnership's, or a Subsidiary Partnership's, real property, within the meaning of Section 856(d)(2)(B) of the Code, or (v) cause the acquisition of REIT Shares by such Partner to be "integrated" with any other distribution of REIT Shares for purposes of complying with the registration provisions of the Securities Act of 1933, as amended (the "Securities Act"). The General Partner or the Company, in their sole discretion, may waive the restriction on redemption set forth in this Section 8.05(c); provided, however, -------- ------- that in the event such restriction is waived, the Redeeming Partner shall be paid the Cash Amount. (d) Any Cash Amount to be paid to a Tendering Party Redeeming Partner pursuant to this Section 8.5 8.05 shall be paid on the Specified Redemption Date; provided, however, that the Company or the General Partner may elect to cause -------- ------- the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent Company to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the Company and the General Partner agrees agree to use its their best efforts to cause the closing of the acquisition of Tendered redeemed Partnership Units hereunder to occur as quickly as reasonably possible. (e) In the event that the General Partner permits the pledge of a Limited Partner's Partnership Units to a lender, the General Partner may agree to allow such lender, upon foreclosure of such Partnership Units, to redeem such Partnership Units prior to the expiration of the one-year period described in section 8.05(a); provided, that any such redemption shall be effected by the Partnership in the form of the Cash Amount. (f) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “"publicly traded partnership” " under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “"Restriction Notice”") to each of the Limited Partners holding Operating Partnership UnitsPartners, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be being treated as a “"publicly traded Operating Partnership” partnership" under section 7704 of the Code. Any such restriction shall become effective on the later of (i) the fifth business day after the Restriction Notice is received by the Limited Partner or (ii) the date on which the regulations under section 7704 of the Code that would cause the Partnership to be classified as a "publicly traded partnership" become effective. (fg) A redemption fee may be charged Notwithstanding any other provision of this Agreement, the holders of Preferred Units shall not have the Redemption Right specified in connection with an exercise of Redemption Rights pursuant to this Section 8.5section 8.05.

Redemption Right. (a) Subject to Sections 8.5(b8.4(b), 8.5(c8.4(c), 8.5(d8.4(d), 8.5(e8.4(e), 8.4(f) and 8.5(f) and 8.5 hereof, the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner (except as permitted below), shall, after holding its Operating Partnership Units for at least one yearyear (other than the Advisor and its Affiliates), have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Units (other than Special OP Units), held by such Limited Partner (such Units, the “Tendered Units”), in exchange (a “Redemption Right”) ), alternatively, for REIT shares issuable on, either Trust Units or the Cash Amount payable on, the Specified Redemption DateAmount, as determined by the General Partner in its sole discretion. The consideration payable in respect of Tendered Units shall be issued or paid, provided that such Operating Partnership Units (as the “Tendered Units”) shall have been outstanding for at least one yearcase may be, on the Specified Redemption Date. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). No Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If the General Partner elects to redeem cause the Tendered Units to be exchanged for REIT Shares Trust Units rather than cashthe Cash Amount, then the Operating Partnership shall direct the GP Parent General Partner to issue and deliver such REIT Shares Trust Units to the Tendering Party pursuant to the terms set forth in this Section 8.5(b8.4(b), in which case, (i) the GP ParentGeneral Partner, acting as a distinct legal entity, shall assume directly the Partnership’s redemption obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent General Partner in exchange for REIT sharesTrust Units. The percentage of the Tendered Units tendered which are to be so exchanged for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares Trust Units (rather than cashthe Cash Amount) is referred to as the “Applicable Percentage.” In making such election to acquire exchange Tendered Units for cash or Trust Units, the Operating Partnership General Partner shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects General Partner determines to redeem any number of Tendered Units for REIT SharesTrust Units, rather than cashthe Cash Amount, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent General Partner in exchange for a number of REIT Shares Trust Units equal to the product of the REIT Shares Trust Units Amount and the Applicable Percentage. The product Such amount of the Applicable Percentage and the REIT Shares Amount, if applicable, Trust Units shall be delivered by the GP Parent General Partner as duly authorized, validly issued, issued and fully paid and accessible REIT Shares Trust Units, free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions restrictions, if any, provided in the Article Agreement and Declaration of IncorporationTrust, the bylaws of the GP ParentGeneral Partner, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a8.4(a) and this Section 8.5(b8.4(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles Agreement and Declaration of IncorporationTrust. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.58.4, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties General Partner may reasonably require in connection with the issuance of REIT Shares Trust Units upon the exercise of the Redemption Right. (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 8.4 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued General Partner to provide financing to be used to make such payment of the Cash Amount, by causing the issuance of additional Trust Units or otherwise. Notwithstanding the foregoing, the General Partner agrees to use its best commercially reasonable efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (ai) violations or what would be likely to constitute a violation of any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limitapplicable federal or state securities law, (bii) violations of any provision of the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning Agreement and Declaration of section 856(hTrust and (iii) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnershippartnership” under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.58.4.

Redemption Right. (a) Subject to Sections 8.5(b), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership Units, other than the GP Parent, shallGeneral Partner, after holding its Operating any Class or Series of Partnership Units for at least one yearyear (such Partnership Units, “Eligible Units”), shall have the right (subject to the terms and conditions set forth herein) to require the Operating Partnership to redeem (a “Redemption”) all or a portion of the Operating Partnership Eligible Units held by such Limited Partner in exchange (a “Redemption Right”) for Class E REIT shares Shares (with respect to Eligible Units that are Series 1 Class E Units), Class S REIT Shares (with respect to Eligible Units that are Class S Units), Class T REIT Shares (with respect to Eligible Units that are Class T Units), Class D REIT Shares (with respect to Eligible Units that are Class D Units) or Class I REIT Shares (with respect to Eligible Units that are Series 2 Class E Units or Class I Units) issuable on, or the Cash Amount payable on, the Specified Redemption Date, as determined by the General Partner in its sole discretion, provided that such Operating Partnership Eligible Units (the “Tendered Units”) shall have been outstanding for at least one year. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner exercising the Redemption Right (the “Tendering Party”). Within 30 days of receipt of a Notice of Redemption, the Partnership will send to the Limited Partner submitting the Notice of Redemption a response stating whether the General Partner has determined the applicable Eligible Units will be redeemed for REIT Shares or the Cash Amount. Within 30 days of the Partnership’s delivery of its response, the Limited Partner must affirm to the Partnership that such Limited Partner wishes to proceed with the Redemption, or the request for Redemption will be cancelled (the date such affirmation is received by the Partnership is the “Affirmation Date”). Following such affirmation, the Limited Partner shall still be entitled to withdraw the Notice of Redemption if (i) it provides notice to the Partnership that it wishes to withdraw the request and (ii) the Partnership receives the notice no less than two business days prior to the Specified Redemption Date. 41 Notwithstanding the foregoing, but subject to the limitations of this paragraph, the Advisor and any Person to whom the Special OP Unitholders or the Advisor transfers Partnership Units or Special Partnership Units (collectively with the Special OP Unitholders and the Advisor, the “Sponsor Parties”) shall have the right to require the Partnership to redeem all or a portion of their Partnership Units pursuant to this Section 8.5 at any time irrespective of the period the Partnership Units have been held by such Limited Partner; provided, however, that in the event the Sponsor Parties hold Partnership Units paid or distributed with respect to the Performance Allocation or Performance Component (as defined in the Advisory Agreement) from any prior calendar year and requests the Partnership to redeem all or a portion of such Partnership Units (the “Partnership Unit Balance”) the Partnership will be required to redeem such Partnership Unit Balance only if the General Partner, based on reasonable projections, (i) has determined that, after redeeming such Partnership Unit Balance, the General Partner expects to have liquidity (from any available source) equal to or in excess of the NAV of the maximum amount of REIT Shares which can be redeemed under the then current SRP for the next ninety days (the “Minimum Liquidity Requirement”) and (ii) at the time of the redemption request, 100% of all properly submitted redemption requests in the SRP as of the most recent quarter end and the most recent month end (the “Redemption Period”) have been honored (collectively, with the Minimum Liquidity Requirement, the “Redemption Requirements”). In the event that the General Partner deems that the Redemption Requirements have not been met, then the Sponsor Parties may only redeem their respective Partnership Unit Balances up to the lesser of (A) whichever is the lower pro rata basis within the Redemption Period provided to the General Partner’s common stockholders requesting redemption of REIT Shares under the SRP, or (B) an amount that causes the Minimum Liquidity Requirement to still be met. If there was no pro rata redemption under the SRP during the Redemption Period, the Sponsor Parties may only redeem an amount that causes the Minimum Liquidity Requirement to still be met. The above Partnership Unit redemption restriction shall not apply in the event that the General Partner terminates the Advisory Agreement. The Partnership shall redeem any Partnership Units of the Sponsor Parties for the Cash Amount unless the board of directors of the General Partner determines that any such redemption for cash would be prohibited by applicable law or this Agreement, in which case such Partnership Units will be redeemed for an amount of REIT Shares having the same Class designation as the Tendered Units with an aggregate NAV equivalent to the aggregate NAV of such Partnership Units. Redemption requests from multiple Sponsor Parties, if applicable, will be honored on a pro rata basis, if redemptions are limited pursuant to the foregoing. No Limited Partner Partner, other than the Sponsor Parties, may deliver more than two Notices of Redemption during each calendar year. A Limited Partner Partner, other than the Sponsor Parties, may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating such Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If the General Partner elects to redeem Tendered Units for REIT Shares rather than cash, then (I) Tendered Units that are Series 1 Class E Units shall be redeemed for Class E REIT Shares, Tendered Units that are Series 2 Class E Units or Class I Units shall be redeemed for Class I REIT Shares, Tendered Units that are Class S Units shall be redeemed for Class S REIT Shares, Tendered Units that are Class T Units shall be redeemed for Class T REIT Shares and Tendered Units that are Class D Units or shall be redeemed for Class D REIT Shares and (II) the Operating Partnership shall direct the GP Parent General Partner to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP ParentGeneral Partner, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent General Partner in exchange for REIT sharesShares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, Shares rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent General Partner in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and (A) the REIT Shares Amount, if applicable(B) the Applicable Percentage and (C) solely with respect to Redemption of Series 2 Class E Units, a number, expressed as a percentage, determined by dividing the Value of Class E REIT Shares by the Value of Class I REIT Shares, such values determined in each case as of the end of the Specified Redemption Date. Such number of REIT Shares shall be delivered by the GP Parent General Partner as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Aggregate Share Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP ParentGeneral Partner, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i1) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Aggregate Share Ownership Limit (or, if applicable the Excepted Holder Limit); (ii2) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii3) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Aggregate Share Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv4) Any other documents as the GP Parties General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Rightrequire. (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent General Partner to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Common Share Ownership Limit, the Aggregate Share Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnershippartnership” under section 7704 of the Code. (f) A redemption fee may be charged (other than to the Sponsor Parties and their respective affiliates) in connection with an exercise of Redemption Rights pursuant to this Section 8.5. Without limiting the generality of the foregoing, unless a waiver of such fee has been granted or a higher or lower fee was set forth in the applicable offering documents for the Partnership Units (or offering documents for a security or interest that was exchanged 44 or converted for Partnership Units at the option of the Partnership or pursuant the terms of this Agreement), a redemption fee of 1.0% of the Cash Amount or REIT Shares otherwise payable to a Limited Partner (i) upon redemption of Series 1 Class E Units (other than Series 1 Class E Units issued to the General Partner) pursuant to this Section 8.5 shall be paid by such Limited Partner to Dividend Capital Exchange Facilitators LLC, and (ii) upon redemption of any other Partnership Units (other than from the Sponsor Parties and their respective affiliates) pursuant to this Section 8.5 shall be paid by such Limited Partner to BC Exchange Advisor Group LLC; the Operating Partnership shall deduct such amount from the Cash Amount or REIT Shares otherwise payable to such Limited Partner and pay it to Dividend Capital Exchange Facilitators LLC or BC Exchange Advisor Group LLC, as applicable, on behalf of the Limited Partner. To the extent that a transaction (a “Unit Transaction”) occurs in which any Partnership Units which are subject to a redemption fee under this Section 8.5(f) are acquired (for cash or securities), transferred, merged, converted, tendered, or disposed of in any other similar transaction, then unless the beneficiaries of such redemption fees identified herein otherwise agree in their reasonable discretion (which may include requiring that any applicable counterparty execute an agreement agreeing to continue to collect and remit such redemption fees following the Unit Transaction), the Operating Partnership will be obligated to collect the redemption fees in connection with the closing of such Unit Transaction and remit the same to the applicable beneficiaries.

Redemption Right. (a) Subject to Sections 8.5(b8.05(b), 8.5(c8.05(c), 8.5(d8.05(d), 8.5(e8.05(e), 8.05(f), 8.05(g), 8.05(h), 8.05(i) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them8.05(j), each Limited Partner holding Operating Partnership Units, (other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, Company) shall have the right (subject to the terms "Redemption Right"), on or after the first anniversary of the date on which he acquires Partnership Units from the Partnership (or such later or earlier date as shall be determined in the sole and conditions set forth herein) absolute discretion of the General Partner at the time of the issuance of the Partnership Units), to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units held by such Limited Partner at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one yearPartnership. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General PartnerCompany) by the Limited Partner who is exercising the Redemption Right (the “Tendering Party”"Redeeming Partner"). No ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Company elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.05(b); and provided, further, that no Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If Notwithstanding the General provisions of Section 8.05(a), a Limited Partner elects that exercises the Redemption Right shall be deemed to redeem Tendered have offered to sell the Partnership Units for REIT Shares rather than cash, then described in the Operating Partnership shall direct the GP Parent to issue and deliver such REIT Shares Notice of Redemption to the Tendering Party pursuant Company, and the Company may, in its sole and absolute discretion, elect to purchase directly and acquire such Partnership Units by paying to the terms set forth in this Section 8.5(b), in which case, (i) Redeeming Partner either the GP Parent, acting as a distinct legal entity, shall assume directly Cash Amount or the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposesCompany Shares Amount, as a transfer elected by the Tendering Party of such Tendered Units to the GP Parent Company (in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable its sole and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cashabsolute discretion), on the Specified Redemption Date, whereupon the Tendering Party Company shall sell such number of acquire the Tendered Partnership Units to offered for redemption by the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount Redeeming Partner and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered treated for all purposes of this Agreement as the owner of such Partnership Units. If the Company shall elect to exercise its right to purchase Partnership Units under this Section 8.05(b) with respect to a Notice of Redemption, it shall so notify the Redeeming Partner within five Business Days after the receipt by the GP Parent as duly authorized, validly issued, fully paid Company of such Notice of Redemption. Unless the Company (in its sole and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than absolute discretion) shall exercise its right to purchase Partnership Units from the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights Redeeming Partner pursuant to this Section 8.58.05(b), the Tendering Party Company shall submit the following not have any obligation to the General Partner, in addition Redeeming Partner or the Partnership with respect to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing Redeeming Partner's exercise of the Redemption on Right. In the Specified event the Company shall exercise its right to purchase Partnership Units with respect to the exercise of a Redemption Date; and (iii) An undertaking Right in the manner described in the first sentence of this Section 8.05(b), the Partnership shall have no obligation to certifypay any amount to the Redeeming Partner with respect to such Redeeming Partner's exercise of such Redemption Right, at and each of the Redeeming Partner, the Partnership, and the Company, as the case may be, shall treat the transaction between the Company and the Redeeming Partner for federal income tax purposes as a condition sale of the Redeeming Partner's Partnership Units to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect Company. Each Redeeming Partner agrees to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other execute such documents as the GP Parties Company may reasonably require in connection with the issuance of REIT Company Shares upon the exercise of the Redemption Right. (c) Notwithstanding the provisions of Section 8.05(a) and 8.05(b), a Limited Partner shall not be entitled to exercise the Redemption Right if the delivery of Company Shares to such Partner on the Specified Redemption Date by the Company pursuant to Section 8.05(b) (regardless of whether or not the Company would in fact exercise its rights under Section 8.05(b)) would (i) result in such Partner or any other person owning, directly or indirectly, Company Shares in excess of the Ownership Limit (as defined in the Certificate of Incorporation) and calculated in accordance therewith, except as provided in the Certificate of Incorporation, (ii) result in the capital stock of Patriot REIT being owned by fewer than 100 persons within the meaning of Section 856(a)(5) of the Code, except as provided in the Certificate of Incorporation, (iii) result in Patriot REIT being "closely held" within the meaning of Section 856(h) of the Code, (iv) cause Patriot REIT to own, directly or constructively, 10% or more of the ownership interests in a tenant of the real property of Patriot REIT, the REIT Partnership, or a subsidiary of the REIT Partnership, within the meaning of Section 856(d)(2)(B) of the Code, or (v) cause the acquisition of Company Shares by such Limited Partner to be "integrated" with any other distribution of Company Shares for purposes of complying with the registration provisions of the Securities Act of 1933, as amended (the "Securities Act"). The Company, in its sole discretion, may waive the restriction on redemption set forth in this Section 8.05(c); provided, however, that in the event such restriction is waived, the Redeeming -------- ------- Partner shall be paid the Cash Amount. (d) Any Cash Amount to be paid to a Tendering Party Redeeming Partner pursuant to this Section 8.5 8.05 shall be paid on the Specified Redemption Date; provided, -------- however, that the General Partner Company may elect to cause the Specified Redemption Date to be ------- delayed for up to an additional 180 days to the extent required for the GP Parent Company to cause additional REIT Company Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner Company agrees to use its best efforts to cause the closing of the acquisition of Tendered redeemed Partnership Units hereunder to occur as quickly as reasonably possible. (e) In the event that the General Partner permits the pledge of a Limited Partner's Partnership Units to a lender, the General Partner may agree to allow such lender, upon foreclosure of such Partnership Units, to redeem such Partnership Units prior to the expiration of the one-year period described in section 8.05(a); provided, that any such redemption shall be effected by the Partnership in the form of the Cash Amount and shall be subject to any other restrictions imposed on the exercise by a Limited Partner of the Redemption Right or the Deferred Redemption Right as set forth in this Section 8.05. (f) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “"publicly traded partnership” " under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “"Restriction Notice”") to each of the Limited Partners holding Operating Partnership UnitsPartners, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be being treated as a “"publicly traded Operating Partnership” partnership" under section 7704 of the Code. Any such restriction shall become effective on the later of (i) the fifth business day after the Restriction Notice is received by the Limited Partner or (ii) the date on which the regulations under section 7704 of the Code that would cause the Partnership to be classified as a "publicly traded partnership" become effective. (fg) A redemption fee may be charged Notwithstanding any other provision of this Agreement, the holders of Preferred Units shall not have the Redemption Right specified in connection with an exercise of Redemption Rights pursuant to this Section 8.5section 8.05.

Redemption Right. (a) Subject to Sections 8.5(b8.05(b), 8.5(c8.05(c), 8.5(d), 8.5(e8.05(d) and 8.5(f8.05(e) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, on or after the date which is one year after the closing of the Offering, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentGeneral Partner, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein"Redemption Right") to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units held by such Limited Partner at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one yearPartnership. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Redemption Right (the “Tendering Party”"Redeeming Partner"). No ; PROVIDED, HOWEVER, that the Partnership shall not be obligated to satisfy such Redemption Right if the General Partner elects to purchase, and does purchase, the Partnership Units subject to the Notice of Redemption pursuant to Section 8.05(b); and PROVIDED, FURTHER, that no Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If the General Partner elects to redeem Tendered Units for REIT Shares rather than cash, then the Operating Partnership shall direct the GP Parent to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (d) Any Cash Amount to be paid to a Tendering Party pursuant to this Section 8.5 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnership” under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.distribution

Redemption Right. (a) Subject to Sections 8.5(b8.6(b), 8.5(c8.6(c), 8.5(d), 8.5(e8.6(d) and 8.5(f8.6(e) and hereof, at all times prior to the provisions expiration of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by themPre-Liquidation Period, each Limited Partner holding Operating Partnership Units, (other than the GP ParentGeneral Partner, shall, after holding its Operating Partnership Units for at least one year, the Company or any Subsidiary of the Company) shall have the right (subject to the terms and conditions set forth herein"Redemption Right") to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Common Units held by such Limited Partner at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the Cash Amount payable on, form of the Specified Redemption Date, as determined Consideration to be paid by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one yearPartnership. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General PartnerCompany) by the Limited Partner who is exercising the redemption right (the "Redeeming Partner"); provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right (if the “Tendering Party”). No Limited Partner may deliver more than two Notices Company elects to purchase the Common Units subject to the Notice of Redemption during each calendar yearpursuant to Section 8.6(b). A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership two thousand (2,000) Common Units or, if such Limited Partner holds less than 1,000 Operating Partnership two thousand (2,000) Common Units, all of the Operating Partnership Common Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Common Units so redeemed, to receive any distribution distributions paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a Limited Partner, the Consideration shall be paid by the Partnership directly to such Assignee and not to such Limited Partner and neither the Partnership nor the General Partner shall have any liability to such Limited Partner for making the foregoing payment to such Assignee. (b) Notwithstanding the provisions of Section 8.6(a), a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Common Units described in the Notice of Redemption to the Company, and the Company may, in its sole and absolute discretion, elect to purchase directly and acquire such Common Units by paying to the Redeeming Partner the Consideration on the Specified Redemption Date, whereupon the Company shall acquire the Common Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Units. If the General Company shall elect to exercise its right to purchase Common Units under this Section 8.6(b) with respect to a Notice of Redemption, it shall so notify the Redeeming Partner elects within five Business Days after the receipt by it of such Notice of Redemption. Unless the Company (in its sole and absolute discretion) shall exercise its right to redeem Tendered purchase Common Units for REIT Shares rather than cashfrom the Redeeming Partner pursuant to this Section 8.6(b), then following delivery by the Operating Partnership of the Consideration to the Redeeming Partner the Company shall not have any obligation to the Redeeming Partner or the Partnership with respect to the Redeeming Partner's exercise of the Redemption Right. In the event the Company shall exercise its right to purchase Common Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.6(b), the Partnership shall direct the GP Parent have no obligation to issue and deliver such REIT Shares pay any amount to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation Redeeming Partner with respect thereto and shall satisfy the Tendering Party’s to such Redeeming Partner's exercise of its such Redemption Right, and (ii) such each of the Redeeming Partner, the Partnership, and the Company shall treat the transaction shall be treatedbetween the Company and the Redeeming Partner, for federal income tax purposes, as a transfer by sale of the Tendering Party of such Tendered Redeeming Partner's Common Units to the GP Parent in exchange for REIT sharesCompany. The percentage In such event, the Company shall become the holder of the Tendered Common Units tendered and shall have all of the rights as a Limited Partner hereunder with respect to such Common Units (including being considered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to all purposes hereunder as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number owner of the Tendered Units Percentage Interests attributable to the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amountsuch Common Units); provided, if applicable, shall be delivered by the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Datehowever, that either (a) notwithstanding the actual and constructive ownership of REIT Shares by foregoing the Tendering Party and Company shall not be entitled to receive any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) Priority Distribution Amounts, Cumulative Unpaid Accrued Return Amount or (b) after giving effect Cumulative Unpaid Priority Distribution Amounts with respect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other such Common Units. Each Redeeming Partner agrees to execute such documents as the GP Parties Company may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (dc) Any Cash Amount Notwithstanding the provisions of Section 8.6(a) and Section 8.6(b), a Partner shall not be entitled to be paid to a Tendering Party exercise the Redemption Right pursuant to this Section 8.5 shall be paid 8.6(a) if the delivery of REIT Shares to such Partner on the Specified Redemption Date; provided, however, Date by the Company pursuant to Section 8.6(b) (regardless of whether or not the Company would in fact exercise its rights under Section 8.6(b)) would be prohibited under the Declaration of the Trust of the Company. (d) In the event that the General Company (under Section 8.6(b) above), elects to pay the applicable REIT Shares Amount to the Redeeming Partner may elect or Assignee hereunder and such REIT Shares Amount is not a whole number of REIT Shares, the Redeeming Partner or Assignee shall be paid (i) that number of REIT Shares which equals the nearest whole number less than such amount, plus (ii) an amount of cash in lieu of the fractional REIT Share that would otherwise be payable to cause the Specified Redeeming Partner or the Assignee equal to the product of the percentage of a REIT Share represented by a such fractional REIT Share and the Value on the Valuation Date of a REIT Share. (e) Each Redeeming Partner covenants and agrees with the Partnership and the Company that all Common Units delivered in connection with the exercise of the Redemption Date Right shall be delivered to the Partnership or the Company, respectively, free and clear of all liens, encumbrances, liabilities, claims or charges of any kind, and notwithstanding anything contained herein to the contrary, neither the Partnership nor the Company shall be delayed for up under any obligation to an additional 180 days acquire any Redeeming Partner's Common Units, (1) to the extent required for that any such Common Units are subject to any liens, encumbrances, liabilities, claims or charges of any kind that shall not be released prior to the GP Parent delivery of such Common Units to cause additional the Partnership or the Company or (2) in the event that any such Redeeming Partner shall fail to give adequate assurances that such Common Units will be delivered to the Partnership or the Company free and clear of any such liens, encumbrances, liabilities, claims or charges or any kind or shall fail to agree to fully indemnify the Partnership and the Company from any such liens, encumbrances, liabilities, claims or charges of any kind. (f) In connection with the exercise of the Redemption Right by a Redeeming Partner the Partnership or, as applicable the Company, shall deliver the REIT Shares to be issued to provide financing to be used to make such payment Amount or the Cash Amount but not a combination of the REIT Shares Amount and the Cash AmountAmount with respect to the Common Units redeemed or purchased hereunder. Notwithstanding the foregoing, the General Partnership or the Company may elect to pay the Consideration to a Redeeming Partner agrees to use its best efforts to cause in the closing form of the acquisition REIT Shares Amount and pay to such Redeeming Partner cash in lieu of Tendered Units hereunder to occur as quickly as reasonably possibleany fractional REIT Share in accordance with Section 8.6(d) hereof. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnership” under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) Subject to Sections 8.5(b8.05(b), 8.5(c8.05(c), 8.5(d8.05(d), 8.5(e8.05(e) and 8.5(f8.05(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership UnitsPartner, other than the GP ParentCompany, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein"Redemption Right") to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units held by such Limited Partner at a redemption price equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretionPartnership, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one year, except that such Partnership Units issued in connection with the exercise of the warrants granted in connection with the initial public offering of the General Partner shall be immediately redeemable. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Redemption Right (the “Tendering Party”"Redeeming Partner"). No ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the General Partner elects to purchase the Partnership Units subject to the Notice of Redemption pursuant to Section 8.05(b); and provided, further, that no Limited Partner may deliver more than two Notices of Redemption during each calendar year. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership Units or, if such Limited Partner holds less than 1,000 Operating Partnership Units, all of the Operating Partnership Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Units so redeemed, to receive any distribution paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If Notwithstanding the provisions of Section 8.05(a), a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Partnership Units described in the Notice of Redemption to the General Partner, and the General Partner elects may, in its sole and absolute discretion, elect to redeem Tendered purchase directly and acquire such Partnership Units for by paying to the Redeeming Partner either the Cash Amount or the REIT Shares rather than cash, then the Operating Partnership shall direct the GP Parent to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposesAmount, as a transfer elected by the Tendering Party of such Tendered Units to the GP Parent in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable its sole and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cashabsolute discretion), on the Specified Redemption Date, whereupon the Tendering Party General Partner shall sell such number of acquire the Tendered Partnership Units to offered for redemption by the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount Redeeming Partner and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered treated for all purposes of this Agreement as the owner of such Partnership Units. If the General Partner shall elect to exercise its right to purchase Partnership Units under this Section 8.05(b) with respect to a Notice of Redemption, it shall so notify the Redeeming Partner within five Business Days after the receipt by the GP Parent as duly authorized, validly issued, fully paid General Partner of such Notice of Redemption. Unless the General Partner (in its sole and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than absolute discretion) shall exercise its right to purchase Partnership Units from the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights Redeeming Partner pursuant to this Section 8.58.05(b), the Tendering Party General Partner shall submit have no obligation to the following Redeeming Partner or the Partnership with respect to the Redeeming Partner's exercise of the Redemption Right. In the event the General Partner shall exercise its right to purchase Partnership Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.05(b), the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner's exercise of such Redemption Right, and each of the Redeeming Partner, the Partnership and the General Partner shall treat the transaction between the General Partner and the Redeeming Partner for federal income tax purposes as a sale of the Redeeming Partner's Partnership Units to the General Partner, in addition . Each Redeeming Partner agrees to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) execute such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties General Partner may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (c) Notwithstanding the provisions of Section 8.05(a) and 8.05(b), a Limited Partner shall not be entitled to exercise the Redemption Right if the delivery of REIT Shares to such Partner on the Specified Redemption Date by the General Partner pursuant to Section 8.05(b) (regardless of whether or not the General Partner would in fact exercise its rights under Section 8.05(b)) would (i) result in such Partner or any other person owning, directly or indirectly, REIT Shares in excess of the Ownership Limitation (as defined in the Declaration of Trust) and calculated in accordance therewith, except as provided in the Declaration of Trust, (ii) result in REIT Shares being owned by fewer than 100 persons (determined without reference to any rules of attribution), (iii) result in the General Partner being "closely held" within the meaning of Section 856(h) of the Code, (iv) cause the General Partner to own, directly or constructively, 10% or more of the ownership interests in a tenant of the General Partner's, the Partnership's or a Subsidiary Partnership's real property, within the meaning of Section 856(d)(2)(B) of the Code, or (v) cause the acquisition of REIT Shares by such Partner to be "integrated" with any other distribution of REIT Shares for purposes of complying with the registration provisions of the Securities Act of 1933, as amended (the "Securities Act"). The General Partner, in its sole and absolute discretion, may waive the restriction on redemption set forth in this Section 8.05(c); provided, however, that in the event such restriction is waived, the Redeeming Partner shall be paid the Cash Amount. (d) Any Cash Amount to be paid to a Tendering Party Redeeming Partner pursuant to this Section 8.5 8.05 shall be paid on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to be delayed for up to an additional 180 90 days to the extent required for the GP Parent General Partner to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered redeemed Partnership Units hereunder to occur as quickly as reasonably possible. (e) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary or appropriate to cause the Partnership to comply with any withholding requirements established under the Code or any other federal, state or local law that apply upon a Redeeming Partner=s exercise of the Redemption Right. If a Redeeming Partner believes that it is exempt from such withholding upon the exercise of the Redemption Right, such Partner must furnish the General Partner with a FIRPTA Certificate in the form attached hereto as Exhibit C. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redeeming Partner=s exercise of the Redemption Right and if the Redemption Amount equals or exceeds the Withheld Amount, the Withheld Amount shall be treated as an amount received by such Partner in redemption of its Partnership Units. If, however, the Redemption Amount is less than the Withheld Amount, the Redeeming Partner shall not receive any portion of the Redemption Amount, the Redemption Amount shall be treated as an amount received by such Partner in redemption of its Partnership Units, and the Partner shall contribute the excess of the Withheld Amount over the Redemption Amount to the Partnership to the Partner before the Partnership is required to pay over such excess to a taxing authority. (f) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “"publicly traded partnership” " under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “"Restriction Notice”") to each of the Limited Partners holding Operating Partnership UnitsPartners, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which that states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be being treated as a “"publicly traded Operating Partnership” partnership" under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) A. Subject to Sections 8.5(b)the limitations set forth herein and in Section 8.6.B, 8.5(c)Section 8.6.C and Section 11.7 below, 8.5(d), 8.5(e) and 8.5(f) and on or after the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by themEffective Date, each Limited Partner holding Operating Partnership Units, other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, shall have the right (subject to the terms and conditions set forth herein"Redemption Right") to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Units held owned by such Limited Partner in exchange (a “Redemption Right”"Redeeming Partner") for REIT shares issuable on, or at a redemption price equal to and in the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one yearPartnership. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General PartnerAPF) by the Limited Partner exercising Redeeming Partner, accompanied by any certificate or certificates evidencing the Partnership Units to be exchanged; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right (if APF elects to purchase the “Tendering Party”). No Limited Partner may deliver more than two Notices Partnership Units subject to the Notice of Redemption during each calendar yearpursuant to Section 8.6.B below. A In addition to the restrictions on redemption set forth in Section 11.7 below, a Limited Partner may not exercise the Redemption Right for less than 1,000 Operating one thousand (1,000) Partnership Units or, if such Limited Partner holds less than 1,000 Operating one thousand (1,000) Partnership Units, all of the Operating Partnership Units held by such Limited Partner. The Tendering Party No Redeeming Partner shall have no right, any right with respect to any Operating Partnership Units so redeemed, exchanged to receive any distribution distributions paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. (b) If B. Notwithstanding the General provisions of Section 8.6.A above, a Limited Partner elects that exercises the Redemption Right shall be deemed to redeem Tendered have offered to sell the Partnership Units for REIT Shares rather than cashdescribed in the Notice of Redemption to APF, then the Operating and APF may, in its sole and absolute discretion, elect to purchase directly and acquire such Partnership shall direct the GP Parent to issue and deliver such REIT Shares Units by paying to the Tendering Party pursuant to the terms set forth in this Section 8.5(b), in which case, Redeeming Partner either (i) an amount of cash equal to the GP ParentCash Amount, acting as a distinct legal entity, shall assume directly the obligation with respect thereto and shall satisfy the Tendering Party’s exercise of its Redemption Right, and (ii) such transaction shall be treated, for federal income tax purposes, as a transfer by the Tendering Party of such Tendered Units to the GP Parent in exchange for REIT shares. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Partner elects to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicableor (iii) any combination of (i) or (ii) above, with the decision as to the type of consideration to be given to the Redeeming Partner to be made by APF, in its sole and absolute discretion, whereupon APF shall acquire the Partnership Units offered for redemption by the Redeeming Partner and shall transfer the Partnership Units to the General Partner which shall be delivered treated for all purposes of this Agreement as the owner of (and a Substituted Limited Partner with respect to) such Partnership Units. If APF shall elect to exercise its right to pur- chase Partnership Units under this Section 8.6.B with respect to a Notice of Redemption, it shall so notify the Redeeming Partner within five (5) Business Days after the receipt by the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free APF of such Notice of Redemption. If APF elects to pay all or any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws portion of the GP Parentconsideration to a Redeeming Partner in cash, APF agrees to use its best efforts to raise any required funds as quickly as possible after receipt by APF of the Securities Act Notice of Redemption. Unless APF (in its sole and relevant state securities or “blue sky” laws. Notwithstanding absolute discretion) shall exercise its right to purchase Partnership Units from the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights Redeeming Partner pursuant to this Section 8.58.6.B, the Tendering Party APF shall submit the following not have any obligation to the General Partner, in addition Redeeming Partner or the Partnership with respect to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing Redeeming Partner's exercise of the Redemption on Right. In the Specified event APF shall exercise its right to purchase Partnership Units with respect to the exercise of a Redemption Date; and (iii) An undertaking Right in the manner described in this Section 8.6.B, the Partnership shall have no obligation to certifypay any amount to the Redeeming Partner with respect to such Redeeming Partner's exercise of such Redemption Right, at and each of the Redeeming Partner, the Partnership, and APF, as the case may be, shall treat the transaction between APF and the Redeeming Partner for federal income tax purposes as a condition to the closing sale of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect Redeeming Partner's Partnership Units to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other APF. Each Redeeming Partner agrees to execute such documents as the GP Parties General Partner and APF may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. (d) Any Cash Amount C. Notwithstanding anything to be paid the contrary contained in Sections 8.6.A and 8.6.B above, to the extent that the delivery of REIT Shares to a Tendering Party Redeeming Partner pursuant to this Section 8.5 8.6.B above would cause the Redeeming Partner to violate the applicable "Ownership Limit" or the "Existing Holder Limit" set forth in the Articles of Incorporation, would otherwise violate the "Ownership and Transfer Limitations" set forth in Section 5.5(ii) of the Articles of Incorporation, or would create a condition in which some or all such REIT Shares would be "Excess Shares" under the Articles of Incorporation, APF shall be paid entitled to exercise its rights under Section 8.6.B above, provided that in such event APF may not deliver REIT Shares to such Redeeming Partner but may, in its sole and absolute discretion, elect to either (1) pay the consideration to the Redeeming Partner in the form of the Cash Amount, or (2) refuse, in whole or in part, to accept the Notice of Redemption. In addition, notwithstanding the provisions of Sections 8.6.A and 8.6.B, a Partner shall not be entitled to exercise the Redemption Right if (but only as long as) the delivery of REIT Shares to such Partner on the Specified Redemption Date; provided, however, that the General Partner may elect to cause the Specified Redemption Date to would be delayed for up to an additional 180 days to the extent required for the GP Parent to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, the General Partner agrees to use its best efforts to cause the closing of the acquisition of Tendered Units hereunder to occur as quickly as reasonably possibleprohibited under applicable federal or state securities laws or regulations. (e) Notwithstanding any other provision of this Agreement, the General Partner shall place appropriate restrictions on the ability of the Limited Partners to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnership” under section 7704 of the Code. (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.

Redemption Right. (a) A. Subject to Sections 8.5(b8.6.B and 8.6.C hereof, at any time on or after the first anniversary date of the issuance of a Partnership Unit to a Limited Partner pursuant to Article 4 hereof (or such other date as may be mutually agreed upon by the General Partner and a Limited Partner), 8.5(c), 8.5(d), 8.5(e) and 8.5(f) and the provisions of any agreements between the Operating Partnership and one or more Limited Partners with respect to Operating Partnership Units held by them, each Limited Partner holding Operating Partnership Units, (other than the GP Parent, shall, after holding its Operating Partnership Units for at least one year, Company) shall have the right (subject to the terms and conditions set forth herein“Redemption Right”) to require the Operating Partnership to redeem (on a “Redemption”) Specified Redemption Date all or a portion of the Operating Partnership Common Units held by such Limited Partner at a redemption price per Common Unit equal to and in exchange (a “Redemption Right”) for REIT shares issuable on, or the form of the Cash Amount payable on, the Specified Redemption Date, as determined to be paid by the General Partner in its sole discretion, provided that such Operating Partnership Units (the “Tendered Units”) shall have been outstanding for at least one yearPartnership. Any The Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Operating Partnership (with a copy to the General PartnerCompany) by the Limited Partner who is exercising the Redemption Right (the “Tendering PartyRedeeming Partner”). No Limited Partner may deliver more than two Notices ; provided, however, that the Partnership shall not be obligated to satisfy such Redemption Right if the Company elects to purchase the Common Units subject to the Notice of Redemption during each calendar year. pursuant to Section 8.6.B. A Limited Partner may not exercise the Redemption Right for less than 1,000 Operating Partnership one thousand (1,000) Common Units or, if such Limited Partner holds less than 1,000 Operating Partnership one thousand (1,000) Common Units, all of the Operating Partnership Common Units held by such Partner. The Tendering Party Redeeming Partner shall have no right, with respect to any Operating Partnership Common Units so redeemed, to receive any distribution distributions paid with respect to Operating Partnership Units if the record date for such distribution is on or after the Specified Redemption Date. The Assignee of any Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.6, and such Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the exercise of such rights by such Assignee. In connection with any exercise of such rights by an Assignee on behalf of a Limited Partner, the Cash Amount shall be paid by the Partnership directly to such Assignee and not to such Limited Partner. B. Notwithstanding the provisions of Section 8.6.A, upon an election by a Limited Partner to exercise the Redemption Right, the Company may, in its sole and absolute discretion (b) If subject to the General Partner elects to redeem Tendered Units for limitations on ownership and transfer of REIT Shares rather than cash, then the Operating Partnership shall direct the GP Parent to issue and deliver such REIT Shares to the Tendering Party pursuant to the terms set forth in the Certificate of Incorporation of the Company), elect to assume directly and satisfy a Redemption Right by paying to the Redeeming Partner either the Cash Amount or the REIT Shares Amount, as the Company determines in its sole and absolute discretion whereupon the Company shall acquire the Common Units offered for redemption by the Redeeming Partner and shall be treated for all purposes of this Agreement as the owner of such Common Units. If the Company shall elect to exercise its right to purchase Common Units under this Section 8.5(b), in which case, (i) the GP Parent, acting as a distinct legal entity, shall assume directly the obligation 8.6.B with respect thereto and to a Notice of Redemption, it shall satisfy so notify the Tendering PartyRedeeming Partner within five (5) Business Days after the receipt by it of such Notice of Redemption. Unless the Company shall exercise its right to purchase Common Units from the Redeeming Partner pursuant to this Section 8.6.B, the Company shall not have any obligation to the Redeeming Partner or the Partnership with respect to the Redeeming Partner’s exercise of the Redemption Right. In the event the Company shall exercise its right to purchase Common Units with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 8.6.B, the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner’s exercise of such Redemption Right, and (ii) such each of the Redeeming Partner, the Partnership, and the Company shall treat the transaction shall be treatedbetween the Company and the Redeeming Partner, for federal income tax purposes, as a transfer by sale of the Tendering Party of such Tendered Redeeming Partner’s Common Units to the GP Parent in exchange for REIT sharesCompany. The percentage of the Tendered Units tendered for Redemption by the Tendering Party for which the General Each Redeeming Partner elects agrees to issue REIT Shares (rather than cash) is referred to as the “Applicable Percentage.” In making execute such election to acquire Tendered Units, the Operating Partnership shall act in a fair, equitable and reasonable manner that neither prefers one group or class of Limited Partners over another nor discriminates against a group or class of Limited Partners. If the Operating Partnership elects to redeem any number of Tendered Units for REIT Shares, rather than cash, on the Specified Redemption Date, the Tendering Party shall sell such number of the Tendered Units to the GP Parent in exchange for a number of REIT Shares equal to the product of the REIT Shares Amount and the Applicable Percentage. The product of the Applicable Percentage and the REIT Shares Amount, if applicable, shall be delivered by the GP Parent as duly authorized, validly issued, fully paid and accessible REIT Shares free of any pledge, lien, encumbrance or restriction, other than the Ownership Limit (as calculated in accordance with the Articles of Incorporation) and other restrictions provided in the Article of Incorporation, the bylaws of the GP Parent, the Securities Act and relevant state securities or “blue sky” laws. Notwithstanding the provisions of Section 8.5(a) and this Section 8.5(b), the Tendering Parties shall have no rights under this Agreement that would otherwise be prohibited under the Articles of Incorporation. (c) In connection with an exercise of Redemption Rights pursuant to this Section 8.5, the Tendering Party shall submit the following to the General Partner, in addition to the Notice of Redemption: (i) A written affidavit, dated the same date as the Notice of Redemption, (a) disclosing the actual and constructive ownership, as determined for purposes of Code Sections 856(a)(6) and 856(h), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) representing that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will own REIT Shares in excess of the Ownership Limit (or, if applicable the Excepted Holder Limit); (ii) A written representation that neither the Tendering Party nor any Related Party has any intention to acquire any additional REIT Shares prior to the closing of the Redemption on the Specified Redemption Date; and (iii) An undertaking to certify, at and as a condition to the closing of the Redemption on the Specified Redemption Date, that either (a) the actual and constructive ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed in the affidavit required by Section 8.5(c)(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall own REIT Shares in violation of the Ownership Limit (or, if applicable, the Excepted Holder Limit). (iv) Any other documents as the GP Parties Company may reasonably require in connection with the issuance of REIT Shares upon the exercise of the Redemption Right. C. Notwithstanding the provisions of Section 8.6.A and Section 8.6.B, a Partner shall not be entitled to exercise the Redemption Right pursuant to Section 8.6.A if the delivery of REIT Shares to such Partner on the Specified Redemption Date by the Company pursuant to Section 8.6.B (dregardless of whether or not the Company would in fact exercise its rights under Section 8.6.B) Any Cash would be prohibited under the Certificate of Incorporation of the Company or prohibited under applicable federal or state securities laws or regulations. D. If, pursuant to Section 8.6 B, the Company elects to pay the Redeeming Partner the Redemption Amount in the form of REIT Shares, the total number of REIT Shares to be paid to the Redeeming Partner in exchange for the Redeeming Partner’s Common Units shall be the applicable REIT Shares Amount. If this amount is not a Tendering Party pursuant to this Section 8.5 whole number of REIT Shares, the Redeeming Partner shall be paid on (i) that number of REIT Shares which equals the Specified Redemption Date; providednearest whole number less than such amount plus (ii) an amount of cash which the Company determines, howeverin its reasonable discretion, that to represent the fair value of the remaining fractional REIT Share which would otherwise be payable to the Redeeming Partner. E. All Common Units delivered for redemption shall be delivered to the Partnership or the Company, as the case may be, free and clear of all liens, and notwithstanding anything contained herein to the contrary, neither the General Partner nor the Partnership shall be under any obligation to acquire Common Units which are or may elect be subject to cause liens. If any state or local property transfer tax is payable as a result of the Specified Redemption Date to be delayed for up to an additional 180 days transfer of Common Units to the extent required for the GP Parent to cause additional REIT Shares to be issued to provide financing to be used to make such payment of the Cash Amount. Notwithstanding the foregoing, Partnership or the General Partner agrees pursuant to use its best efforts to cause the closing of Redemption Right, the acquisition of Tendered Units hereunder to occur as quickly as reasonably possibleRedeeming Partner shall assume and pay such transfer tax. (e) Notwithstanding any other provision of this AgreementF. In the event that the Partnership issues additional Partnership Interests pursuant to Section 4.2.A hereof, the General Partner shall place appropriate make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests (including setting forth any restrictions on the ability exercise of the Limited Partners Redemption Right with respect to exercise their Redemption Rights to prevent, among other things, (a) any person from owning shares in excess of the Ownership Limit and the Excepted Holder Limit, (b) the General Partner’s common stock from being owned by less than 100 persons, the General Partner from being “closely held” within the meaning of section 856(h) of the Code, and as and if deemed necessary to ensure that the Operating such Partnership does not constitute a “publicly traded partnership” under section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof (a “Restriction Notice”) to each of the Limited Partners holding Operating Partnership Units, which notice shall be accompanied by a copy of an opinion of counsel to the Operating Partnership which states that, in the opinion of such counsel, restrictions are necessary in order to avoid having the Operating Partnership be treated as a “publicly traded Operating Partnership” under section 7704 of the CodeInterests). (f) A redemption fee may be charged in connection with an exercise of Redemption Rights pursuant to this Section 8.5.