Common use of Redemption Rights Clause in Contracts

Redemption Rights. A. At any time after one year following the date of issuance of any OP Units to a Limited Partner, such Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that the terms of such OP Units do not provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemption. B. Notwithstanding Section 8.6A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time (a) On or after one year following the date of issuance of specified in any agreement to which OP Units to a Limited Partnerare issued, such each Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require cause the Partnership to redeem purchase all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that ) unless the terms of such OP Units do not or a separate agreement entered into between the Partnership and the holder of such OP Units provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of on the Specified Redemption Date in accordance with the instructions set forth in the Notice of RedemptionDate. B. (b) Notwithstanding Section 8.6A 8.06(a) above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion discretion, (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), ) elect to assume and satisfy the Partnership’s Redemption obligation and acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and election on or before the Tendering Partner may elect to withdraw close of business on the fifth Business Day after the its redemption request at any time prior to the acceptance receipt of the cash or REIT Shares Amount by such Tendering PartnerNotice of Redemption. C. (c) The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, Charter or the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.06(e)), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the REIT Shares for which the Partnership Units might be exchanged shall also bear such restrictive legends that the General Partner determines are appropriate to xxxx transfer, ownership or other restrictions and limitations applicable to the REIT Shares. D. (d) Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Limited Partner shall assume and pay such transfer tax. E. (e) Notwithstanding the provisions of Section 8.6A8.06(a), 8.6B8.06(b), 8.6C 8.06(c) or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, Person to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter of the General Partner and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E8.06(e), it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. (f) Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.06(e)), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: 8.06: (1i) All a portion of the OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be General Partner Interests and all other OP Units shall be deemed to be Limited Partner Interests comprised and held by the General Partner in its capacity as a Limited Partner in the Partnership such that, immediately after such Redemption, the requirements of Section 4.01(b) continue to be met; (ii) without the consent of the same number and class General Partner, each Limited Partner may effect a Redemption only one time in each fiscal quarter; (iii) without the consent of OP Units. (2) A the General Partner, each Limited Partner may not effect a Redemption for less than one thousand (1,000) 1,000 OP Units or, if such the Limited Partner holds less than one thousand (1,000) 1,000 OP Units, such Partner may effect a Redemption only with respect to all of the OP Units held by such Limited Partner. ; (3iv) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without without the consent of the General Partner, a each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. ; (5v) The the consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. ; and (6vi) Each each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Limited Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. (g) In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B4.03, the General Partner shall make such revisions to this Section 8.6 8.06 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time after one year following The Company has informed the date Depositary that the Shares may be redeemed under certain limited circumstances, at the sole option of issuance the holders thereof, pursuant to Section 4 of any OP Units to the By-laws. Upon the occurrence of a Limited PartnerRedemption Event as defined in Section 4 of the Company’s By-laws, such Limited Partner the Company shall have the right (subject give written notice thereof to the terms and conditions Depositary not later than the latest date for the giving or publishing notice pursuant to Section 4.3 of the Company’s By-laws, which notice shall set forth herein the occurrence of a Redemption Event and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion particulars of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange proposed redemption, including the process for the Cash Amount exercise of the redemption right in connection with such Redemption Event. After receipt of (a “Redemption”); provided that i) such notice and (ii) satisfactory documentation given by the Company to the Depositary within the terms of Section 5.7, and only if the Depositary shall have received such OP Units do not provide that such OP Units are not entitled notice from the Company at least 48 days prior to a right the last date in which holders of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership Shares can exercise their rights of redemption and the holders Depositary has determined that the extension of such OP Unitsredemption right to Holders is reasonably practicable, all OP Units, including Class A OP Units and Class T OP Units, the Depositary shall be entitled provide to each Holder a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after notice setting forth the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days particulars of the Specified Redemption Date in accordance with Event, the instructions Holders’ redemption rights and any other particulars set forth in the Notice Company’s notice to the Depositary. To the extent the Depositary shall have received such notice from the Company less than 48 days prior to the last date in which holders of Redemption. B. Notwithstanding Section 8.6A aboveShares can exercise their rights of redemption or the Depositary has determined that the extension of such redemption right to Holders is not reasonably practicable, the Company shall request the Depositary to, and at the request and expense of the Company the Depositary shall endeavor to provide the Holders with a notice setting forth the particulars of the Redemption Event in order to allow Holders the opportunity to surrender their American Depositary Shares for cancellation and withdraw their Deposited Securities and potentially participate in such Redemption as a holder of Shares. To the extent Holders are to be extended the opportunity to instruct the Depositary to surrender the Shares represented by their ADSs for redemption, if a Limited Partner has delivered Holder wishes to redeem the General Partner a Notice of Redemption then the General Partner mayShares represented by such Holder’s ADSs and, in its sole and absolute discretion (subject to the limitations on ownership other provisions of this Deposit Agreement, obtain the redemption price deliverable upon such redemption, the Holder shall Deliver the ADSs representing the Shares to the Depositary for the surrender of such ADSs and transfer withdrawal of REIT the Shares set forth represented thereby and otherwise comply with the provisions of Section 2.6 of the Deposit Agreement and, upon such compliance, the Depositary shall process the withdrawal of the Shares in the Charter), elect manner required under said Section 2.6 and instruct the Custodian to acquire some or all present to the Company the Shares in respect of which redemption rights are being exercised against payment of the Tendered Units applicable redemption price. Upon receipt of confirmation from the Tendering Partner in exchange for Custodian that the REIT Shares Amount (as of redemption has taken place and that funds representing the Specified Redemption Date) and, if the General Partner so electsredemption price have been received, the Tendering Partner Depositary shall sell convert, transfer, and distribute the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice proceeds (net of its electionapplicable (a) fees and charges of, and the Tendering Partner may elect to withdraw its redemption request at any time prior to expenses incurred by, the acceptance of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares AmountDepositary, and (b) taxes and governmental charges withheld), retire ADSs and cancel ADRs, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such upon delivery (but subject to Section 8.6E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, ADSs by Holders thereof and receive dividends, as of the Specified Redemption Date. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares terms set forth in Sections 4.1 and 6.2 of the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under Deposit Agreement, as applicable. Redemption amounts received by the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, it Depositary shall be null handled in the same manner as any Foreign Currency received on Deposited Securities. The Depositary agrees to determine in good faith whether the extension of such redemption right to Holders is reasonable practicable and void ab initio and such Partner agrees that as long as notice has been received by the Depositary at least 48 days prior to the last date in which holders of Shares can exercise their rights of redemption, the Depositary shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated use insufficient time as a Partner with respect to such OP Units basis for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes determining that it is exempt from withholding upon not practicable to extend such redemption rights to Holders. Holders desiring to cancel their ADSs in order to participate as a Redemption shareholder of the Company in a redemption or exchange otherwise are advised to do so sufficiently in advance of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested last date in which holders of Shares can exercise their rights of redemption. There is no guarantee that Holders and/or Beneficial Owners surrendering ADSs for cancellation and withdrawing Deposited Securities will receive the Deposited Securities represented by the General Partner is a form acceptable ADSs surrendered in time to enable such Holder and/or Beneficial Owner to participate in any redemption. There can be no assurance that Holders generally, or any Holder in particular, will be given the General Partner. If opportunity to exercise redemption rights on the Partnership or the General Partner is required to withhold same terms and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, conditions as the case may be, equals holders of Shares or exceeds the amount of tax required be able to be withheld, the amount withheld shall be treated as an amount received by exercise such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authorityrights.

Redemption Rights. A. At any time after one year following the date of issuance of any OP Units to a Limited Partner or a Special General Partner, such Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that the terms of such OP Units do not provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Special General Partner or Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemption. B. Notwithstanding Section 8.6A 8.6.A above, if the Special General Partner or a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.6.E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. Each The Special General Partner and each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each The Special General Partner and each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A8.6.A, 8.6B8.6.B, 8.6C 8.6.C or any other provision of this Agreement, the Special General Partner or a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E8.6.E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.6.E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A The Special General Partner and each Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a the Special General Partner and each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B4.3.B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At The Warrants may be redeemed, in whole or in part, at any time after one or from time to time, at the Company's sole option, commencing a year following from the date hereof at a redemption price of issuance $0.01 per Warrant Shares; provided, however, that before any such call for redemption of any OP Units the Warrants the weighted-average volume price for the Company's Common Stock quoted on the Nasdaq National Market ("Nasdaq") shall have for 20 consecutive trading days ending not more than 10 days prior to a Limited Partnerthe notice of redemption been in excess of 150% of the Exercise Price, as such may be adjusted from time to time. Redemption of the Warrants may only occur upon 30 days' prior written notice to the Holder, such Limited Partner notice to include certification of the trading price of the Company's Common Stock on Nasdaq as reported by Bloomberg. If the Company exercises its right to redeem the Warrants, in whole or in part, it shall mail a notice of redemption to the Holder, first class, postage prepaid, not later than the 30th day before the date fixed for redemption, at such Holder's last address as shall appear on the records of the Company or the Company's Warrant Agent, if any. Any notice mailed in the manner provided herein shall be conclusively presumed to have been duly given whether or not the Holder receives such notice. The notice of redemption shall specify the redemption price, the date fixed for redemption, the place where the warrant certificate shall be delivered and the redemption price shall be paid, and that the right (subject to exercise the terms and conditions set forth herein and in any other such agreement, as applicable) to require Warrants shall terminate at 5:00 p.m. Florida local time on the Partnership to redeem all or a portion business day immediately preceding the date fixed for redemption. The date fixed for the redemption of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that the terms of such OP Units do not provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, Warrants shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemption. B. Notwithstanding Section 8.6A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner exercise a Warrant shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request terminate at any 5:00 p.m. Florida local time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in business day immediately preceding the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified On and after the Redemption Date, the Tendering Partner Holder shall have no further rights as except to receive, upon surrender of a stockholder certificate evidencing Warrants duly endorsed or accompanied by a written instrument or instruments of redemption in form satisfactory to the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4BCompany, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance redemption price of such additional Partnership Interests$0.01, without interest, per Warrant Shares. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time On or after one year following (i) the first anniversary of the Effective Date, with respect to the Partnership Units acquired on or contemporaneously with the Effective Date, or (ii) the date of issuance of any OP Units to a other Partnership Units, or on or after such later date as expressly provided in an agreement entered into between the Partnership and any Limited Partner, such each Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Partnership Units held by such Limited Partner (such OP Partnership Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that the terms of such OP Partnership Units do not provide that such OP Partnership Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Partnership Units, all OP Units, including Class A OP Partnership Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemption. B. Notwithstanding Section 8.6A 8.6.A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.6.E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the REIT Shares for which the Partnership Units might be exchanged shall also bear a legend which generally provides the following: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE CORPORATION’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST (“REIT”) UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE CORPORATION’S ARTICLES OF AMENDMENT AND RESTATEMENT, (i) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE CORPORATION’S COMMON STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING COMMON STOCK OF THE CORPORATION; (ii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF COMMON STOCK THAT WOULD RESULT IN THE CORPORATION BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (iii) NO PERSON MAY TRANSFER SHARES OF COMMON STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS, OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN, SHARES OF COMMON STOCK IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP ARE VIOLATED, THE SHARES OF COMMON STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE CORPORATION MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND THAT ARE DEFINED IN THE ARTICLES OF AMENDMENT AND RESTATEMENT OF THE CORPORATION SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE ARTICLES OF AMENDMENT AND RESTATEMENT OF THE CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SHARES OF COMMON STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Limited Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A8.6.A, 8.6B8.6.B, 8.6C 8.6.C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E8.6.E, it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.6.E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Partnership Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Partnership Units. (2) A Without the consent of the General Partner, each Limited Partner may not effect a Redemption for less than one thousand (1,000) OP 1,000 Partnership Units or, if such the Limited Partner holds less than one thousand (1,000) OP 1,000 Partnership Units, such Partner may effect a Redemption only with respect to all OP of the Partnership Units held by such Limited Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (54) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (65) Each Tendering Partner shall continue to own all OP Partnership Units subject to any Redemption or exchange for REIT Shares, and be treated as a Limited Partner with respect to such OP Partnership Units for all purposes of this Agreement, until such OP Partnership Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Partnership Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B4.3.B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time On or after the date one year following after the date of issuance of any OP Units to a Limited PartnerEffective Date, such each Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicableherein) to require the Partnership to redeem all or a portion of the OP Partnership Units held by such Limited Partner (such OP Partnership Units being hereafter referred to as “"Tendered Units”") in exchange for the Cash Amount (a “"Redemption”"); provided that that, the terms of such OP Partnership Units do not provide that such OP Partnership Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Partnership Units, all OP Units, including Class A OP Partnership Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner Notwithstanding the foregoing, a PLP shall not have no rightthe right to require the Partnership to redeem, with respect and the Partnership may not redeem, [(i)] a number of Performance Units held by such PLP in excess of the Performance Amount; [or (ii) any Performance Units prior to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. second anniversary of their issuance.] Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “"Tendering Partner”"). The Cash Amount shall be delivered as a certified check payable to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemption. B. Notwithstanding Section 8.6A 8.6.A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion discretion, (subject to the limitations on ownership and transfer of REIT Shares set forth in Article IV.E of the Charter), ) elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash Cash Amount or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. The REIT Shares Amount shall be registered in the name and otherwise delivered as set forth in the Notice of Redemption. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.6.E below), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Limited Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6ASections 8.6.A, 8.6B8.6.B, 8.6C 8.6.C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could would cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in Article IV.E of the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E8.6.E, it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.6.E above), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1i) All OP Partnership Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited General Partner Interests comprised of the same number and class of OP Partnership Units. (2ii) A Without the consent of the General Partner, each Limited Partner may not effect a Redemption for less than one thousand (1,000) OP 10,000 Partnership Units or, if such the Limited Partner holds less than one thousand (1,000) OP 10,000 Partnership Units, such Partner may effect a Redemption only with respect to all OP of the Partnership Units held by such Limited Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4iii) Without the consent of the General Partner, a each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5iv) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the XxxxHart-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6v) Each Tendering Partner shall continue to own all OP Partnership Units subject to any Redemption or exchange for REIT Shares, and be treated as a Limited Partner with respect to such OP Partnership Units for all purposes of this Agreement, until such OP Partnership Units are transferred to the General Partner and paid for or exchanged on as of the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP 's Partnership Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B4.3.C, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At The provisions set forth in this Section 9(a) shall apply to the Management Holders (each, a “Redeemed Holder”). (i) From and after a Repurchase Event with respect to any time after Redeemed Holder, the Company or one year following the date or more of issuance of any OP Units to its designees (each, a Limited Partner, such Limited Partner “Repurchaser”) shall have the right (subject but not the obligation) (the “Repurchase Right”), upon delivery of a notice to such Redeemed Holder (the terms “Repurchase Notice”), to purchase all Common Shares and conditions all options and warrants exercisable for Common Shares beneficially owned by each such Redeemed Holder within the Repurchase Period. (ii) The Company may only designate a Principal Stockholder to be a Repurchaser. In order to designate a Principal Stockholder to be a Repurchaser with respect to a particular Redeemed Holder, the Company shall provide written notice (the “Repurchase Designee Notice”) to each Principal Stockholder setting forth (A) the identity of such Redeemed Holder, (B) the number of Common Shares and options and warrants exercisable for Common Shares beneficially owned by such Redeemed Holder as of the date of the applicable Repurchase Event, (C) the number of securities set forth herein in (B) above which the Company elects to Repurchase (the difference between (B) and in any other (C) the “Additional Redeemable Shares”), and (D) whether the termination of such agreementRedeemed Holder was for Cause, as applicabledue to death or disability or at the election of such Redeemed Holder. Each Principal Stockholder shall have the right, exercisable by providing the Company with written notice within ten Business Days of the date of the Repurchase Designee Notice, to purchase (x) to require the Partnership to redeem all or a its pro rata portion of the OP Units held Additional Redeemable Securities, based on its Proportionate Percentage (excluding for the purposes of this calculation Common Shares beneficially owned by Holders who are not Principal Stockholders) and (y) up to all of such other Additional Redeemable Securities not elected to be repurchased by the other Principal Stockholder. (iii) In the event one or more Repurchaser elects to exercise its Repurchase Right, the repurchase price shall be determined as set forth below: (A) If such termination is (a) by the Company or any of its subsidiaries for Cause or (b) by the Redeemed Holder, the price to be paid by such Limited Partner Repurchaser to repurchase each Common Share shall be an amount equal to the lesser of (x) the Fair Market Value of such Common Share as of such Redeemed Holder’s Service Termination Date (in the case of options and warrants, less the exercise price thereof) and (y) the amount originally paid to acquire such Common Share upon issuance thereof. (B) If such termination is (a) by the Company without Cause or (b) due to death or disability of such Redeemed Holder, then the price to be paid by such Repurchaser to repurchase each Common Share shall be an amount equal to the Fair Market Value of such Common Share as of such Redeemed Holder’s Service Termination Date (in the case of options and warrants, less the exercise price thereof). (C) The purchase price to be paid by a Repurchaser shall be paid, at the election of such Repurchaser, either (a) in cash in a single lump sum payment or (b) in consideration of a five-year subordinated promissory note issued by such Repurchaser (such OP Units being hereafter referred note bearing interest equal to as “Tendered Units”5.0% per annum) in exchange for the Cash Amount or (c) a “Redemption”); provided that the terms of such OP Units do not provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days combination of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemption. B. Notwithstanding Section 8.6A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion foregoing clauses (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Datea) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charterb). To the extent any attempted Redemption or exchange for REIT Shares would a Redeemed Holder is subject to the United States Internal Revenue Code (the “Code”) and the repurchase price is determined to be in violation “deferred compensation” within the meaning of this Section 8.6Ethe Code, it such repurchase price shall be null and void ab initio and such Partner shall not acquire made in a lump sum as soon as practicable after the Redeemed Holder’s Service Termination Date, but in any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchangeevent within 30 days thereafter. F. Notwithstanding anything herein to (D) Each Repurchaser, when purchasing the contrary (but subject to Section 8.6E), with respect to any Redemption or exchange for REIT Common Shares pursuant to this Section 8.6:9, will be entitled to require each such Redeemed Holder to provide representations and warranties regarding (a) its power, authority and legal capacity to enter into such Transfer of Common Shares; (b) valid right, title and interest in such Common Shares and the Redeemed Holder’s ownership of such Common Shares; (c) the absence of any Encumbrances on such share of Common Shares; and (d) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to which such Redeemed Holder or the assets of such Redeemed Holder are bound as the result of such sale. Each Repurchaser shall have the right to revoke its Repurchase Notice at any time. Should the Company elect to exercise the Repurchase Rights pursuant to this Section 9 and such Redeemed Holder fails to deliver all of such Common Shares in accordance with the terms hereof, the Company may, at its option, in addition to all other remedies it may have, cancel on its books the Common Shares (and options and warrants, to the extent applicable) registered in the name of the Redeemed Holder. All such Redeemed Holder’s right, title, and interest in and to such Common Shares (and options and warrants, to the extent applicable) shall terminate in all respects. (iv) For purposes of this Section 9, “Repurchase Period” shall mean the 12 months following the applicable Service Termination Date; provided that such 12-month period shall be tolled if the Company determines that the purchase of such Common Shares (together with any other purchases of Common Shares pursuant to this Section 9, or pursuant to similar provisions in any other agreements with other investors of which the Company has at such time been given or has given notice), would result (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised in a violation of the same number and class of OP Units. any applicable Law or (2) A Limited Partner may not after giving effect thereto (including any dividends or other distributions or loans from a Redemption for less than one thousand (1,000) OP Units orSubsidiary of the Company to the Company in connection therewith), if such Partner holds less than one thousand (1,000) OP Unitsin a violation of any Financing Agreements, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two there exists a violation of a Financing Agreement which prohibits such issuance or purchase (2) Redemptions including any dividends or other distributions or loans from a subsidiary of the Company to the Company in a single calendar year. connection therewith), (4) Without the Company does not have funds available to effect such purchase of share of Common Shares, or (5) the consent of the General Partnerany legal, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting periodjudicial, if anyregulatory, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner Governmental Entity is required to withhold consummate such redemption or repurchase. The Company shall upon learning of any such fact and pay over prior to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess end of the amount Repurchase Period so notify the Redeemed Holder that it will not purchase such Common Shares and/or options or warrants during the Repurchase Period and has deferred its right to make such purchase until such violation of tax required law or Financing Agreement or unavailability of funds would not result therefrom or has ceased. The closing of the sale and purchase of Common Shares which the Company has elected to be withheld over defer in accordance with this Section 9 shall take place no later than 20 Business Days after such date that the Cash Amount or REIT Company is no longer permitted to defer purchasing such Common Shares Amount before such excess taxes are required to be paid to the taxing authorityunder this Section 9.

Redemption Rights. A. At any time after one year following the date of issuance of any OP Units to a Limited Partner or a Special General Partner, such Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that the terms of such OP Units do not provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T C OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Special General Partner or Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemption. B. Notwithstanding Section 8.6A 8.6.A above, if the Special General Partner or a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.6.E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. Each The Special General Partner and each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each The Special General Partner and each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A8.6.A, 8.6B8.6.B, 8.6C 8.6.C or any other provision of this Agreement, the Special General Partner or a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E8.6.E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.6.E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A The Special General Partner and each Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a the Special General Partner and each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B4.4.B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time (a) On or after one year following the date 12 months after the date of the initial issuance of any OP Units to a Limited Partnerand except as otherwise provided in Sections 16.06 and 17.05, such each Limited Partner (other than the Parent) shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that ) unless the terms of such OP Units do not or a separate agreement entered into between the Partnership and the Holder of such OP Units provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement Redemption or in provide for a separate agreement entered into between the Partnership and the holders of shorter or longer period before such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a Holder may exercise such right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid or impose conditions on or after the Specified Redemption Dateexercise of such right of Redemption. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of on the Specified Redemption Date in accordance Date. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the instructions set forth in the Notice of RedemptionSpecified Redemption Date. B. (b) Notwithstanding Section 8.6A 8.06(a) above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner Parent may, in its sole and absolute discretion discretion, (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), ) elect to assume and satisfy the Partnership’s Redemption obligation and acquire some or all of the Tendered Units from the Tendering Partner in exchange for the Common REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner Parent so elects, the Tendering Partner shall sell the Tendered Units to the General Partner Parent in exchange for the Common REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner Parent shall promptly give such Tendering Partner written notice of its election, and election on or before the Tendering Partner may elect to withdraw close of business on the fifth Business Day after its redemption request at any time prior to the acceptance receipt of the cash or REIT Shares Amount by such Tendering PartnerNotice of Redemption. C. (c) The Common REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable Common REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, Charter or the Bylaws of the General PartnerParent, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such Common REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.06(e)), the Tendering Partner shall be deemed the owner of such Common REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the Common REIT Shares for which the Partnership Units might be exchanged shall also bear the legend set forth in the Charter. D. (d) Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Limited Partner shall assume and pay such transfer tax. E. (e) Notwithstanding the provisions of Section 8.6ASections 8.06(a), 8.6B, 8.6C 8.06(b) or 8.06(c) or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for Common REIT Shares to the extent the ownership or right to acquire Common REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, Person to violate the restrictions on ownership and transfer of Common REIT Shares set forth in the Charter of the Parent and (ii) shall have no rights under this Agreement to acquire Common REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for Common REIT Shares would be in violation of this Section 8.6E8.06(e), it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the Common REIT Shares otherwise issuable upon such exchange. F. (f) Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.06(e)), with respect to any Redemption or exchange for Common REIT Shares pursuant to this Section 8.6: 8.06: (1i) All OP Units acquired by without the consent of the General Partner pursuant thereto shall automaticallyPartner, and without further action required, be converted into and deemed to be each Limited Partner Interests comprised may effect a Redemption only one time in each fiscal quarter; (ii) without the consent of the same number and class of OP Units. (2) A General Partner, each Limited Partner may not effect a Redemption for less than one thousand (1,000) 1,000 OP Units or, if such the Limited Partner holds less than one thousand (1,000) 1,000 OP Units, such Partner may effect a Redemption only with respect to all of the OP Units held by such Limited Partner. ; (3iii) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without without the consent of the General Partner, a each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. ; (5iv) The the consummation of any Redemption or exchange for Common REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. ; and (6v) Each each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for Common REIT Shares, and be treated as a Limited Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Tendering Partner receives Common REIT Shares on an applicable Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP UnitsUnits that are tendered for such Common REIT Shares. G. (g) In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B4.04, the General Partner shall make such revisions to this Section 8.6 8.06 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time (a) On or after one year following the date 12 months after the date of the initial issuance of any the OP Units to a Limited PartnerUnits, such each Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that ) unless the terms of such OP Units do not or a separate agreement entered into between the Partnership and the holder of such OP Units provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement Redemption or in provide for a separate agreement entered into between the Partnership and the holders of shorter or longer period before such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a Holder may exercise such right of Redemption hereunderor impose conditions on the exercise of such right of Redemption. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of on the Specified Redemption Date in accordance with the instructions set forth in the Notice of RedemptionDate. B. (b) Notwithstanding Section 8.6A 8.06(a) above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion discretion, (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), ) elect to assume and satisfy the Partnership’s Redemption obligation and acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and election on or before the Tendering Partner may elect to withdraw close of business on the fifth Business Day after the its redemption request at any time prior to the acceptance receipt of the cash or REIT Shares Amount by such Tendering PartnerNotice of Redemption. C. (c) The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable Class A REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, Charter or the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such Class A REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.06(e)), the Tendering Partner shall be deemed the owner of such Class A REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the Class A REIT Shares for which the Partnership Units might be exchanged shall also bear the legend set forth in the Charter. D. (d) Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Limited Partner shall assume and pay such transfer tax. E. (e) Notwithstanding the provisions of Section 8.6ASections 8.06(a), 8.6B8.06(b), 8.6C 8.06(c) or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for Class A REIT Shares to the extent the ownership or right to acquire Class A REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, Person to violate the restrictions on ownership and transfer of Class A REIT Shares set forth in the Charter of the General Partner and (ii) shall have no rights under this Agreement to acquire Class A REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for Class A REIT Shares would be in violation of this Section 8.6E8.06(e), it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the Class A REIT Shares otherwise issuable upon such exchange. F. (f) Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.06(e)), with respect to any Redemption or exchange for Class A REIT Shares pursuant to this Section 8.6: 8.06: (1i) All a portion of the OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be General Partner Interests and all other OP Units shall be deemed to be Limited Partner Interests comprised and held by the General Partner in its capacity as a Limited Partner in the Partnership such that, immediately after such Redemption, the requirements of Section 4.01(b) continue to be met; (ii) without the consent of the same number and class General Partner, each Limited Partner may effect a Redemption only one time in each fiscal quarter; (iii) without the consent of OP Units. (2) A the General Partner, each Limited Partner may not effect a Redemption for less than one thousand (1,000) 1,000 OP Units or, if such the Limited Partner holds less than one thousand (1,000) 1,000 OP Units, such Partner may effect a Redemption only with respect to all of the OP Units held by such Limited Partner. ; (3iv) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without without the consent of the General Partner, a each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. ; (5v) The the consummation of any Redemption or exchange for Class A REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. ; and (6vi) Each each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for Class A REIT Shares, and be treated as a Limited Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. (g) In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B4.04, the General Partner shall make such revisions to this Section 8.6 8.06 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At The provisions set forth in this Section 9(a) shall apply to the Management Holders (each, a “Redeemed Holder”). (i) From and after a Repurchase Event with respect to any time after Redeemed Holder, the Company or one year following the date or more of issuance of any OP Units to its designees (each, a Limited Partner, such Limited Partner “Repurchaser”) shall have the right (subject but not the obligation) (the “Repurchase Right”), upon delivery of a notice to such Redeemed Holder (the terms “Repurchase Notice”), to purchase all Common Shares and conditions all options and warrants exercisable for Common Shares beneficially owned by each such Redeemed Holder within the Repurchase Period. (ii) The Company may only designate a Principal Stockholder to be a Repurchaser. In order to designate a Principal Stockholder to be a Repurchaser with respect to a particular Redeemed Holder, the Company shall provide written notice (the “Repurchase Designee Notice”) to each Principal Stockholder setting forth (A) the identity of such Redeemed Holder, (B) the number of Common Shares and options and warrants exercisable for Common Shares beneficially owned by such Redeemed Holder as of the date of the applicable Repurchase Event, (C) the number of securities set forth herein in (B) above which the Company elects to Repurchase (the difference between (B) and in any other (C) the “Additional Redeemable Shares”), and (D) whether the termination of such agreementRedeemed Holder was for Cause, as applicabledue to death or Disability or at the election of such Redeemed Holder. Each Principal Stockholder shall have the right, exercisable by providing the Company with written notice within ten Business Days of the date of the Repurchase Designee Notice, to purchase (x) to require the Partnership to redeem all or a its pro rata portion of the OP Units held Additional Redeemable Securities, based on its Proportionate Percentage (excluding for the purposes of this calculation Common Shares beneficially owned by Holders who are not Principal Stockholders) and (y) up to all of such other Additional Redeemable Securities not elected to be repurchased by the other Principal Stockholder. (iii) In the event one or more Repurchaser elects to exercise its Repurchase Right, the repurchase price shall be determined as set forth below: (A) If such termination is (a) by the Company or any of its subsidiaries for Cause or (b) by the Redeemed Holder, the price to be paid by such Limited Partner Repurchaser to repurchase each Common Shares shall be an amount equal to the lesser of (x) the Fair Market Value of such Common Share as of such Redeemed Holder’s Service Termination Date (in the case of options and warrants, less the exercise price thereof) and (y) the amount originally paid to acquire such Common Share upon issuance thereof. (B) If such termination is (a) by the Company without Cause or (b) due to death or Disability of such Redeemed Holder, then the price to be paid by such Repurchaser to repurchase each Common Share shall be an amount equal to the Fair Market Value of such Common Share as of such Redeemed Holder’s Service Termination Date (in the case of options and warrants, less the exercise price thereof). (C) The purchase price to be paid by a Repurchaser shall be paid, at the election of such Repurchaser, either (a) in cash in a single lump sum payment or (b) in consideration of a five-year subordinated promissory note issued by such Repurchaser (such OP Units being hereafter referred note bearing interest equal to as “Tendered Units”5.0% per annum) in exchange for the Cash Amount or (c) a “Redemption”); provided that the terms of such OP Units do not provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days combination of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemption. B. Notwithstanding Section 8.6A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion foregoing clauses (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Datea) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charterb). To the extent any attempted Redemption or exchange for REIT Shares would a Redeemed Holder is subject to the United States Internal Revenue Code (the “Code”) and the repurchase price is determined to be in violation “deferred compensation” within the meaning of this Section 8.6Ethe Code, it such repurchase price shall be null and void ab initio and such Partner shall not acquire made in a lump sum as soon as practicable after the Redeemed Holder’s Service Termination Date, but in any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchangeevent within 30 days thereafter. F. Notwithstanding anything herein to (D) Each Repurchaser, when purchasing the contrary (but subject to Section 8.6E), with respect to any Redemption or exchange for REIT Common Shares pursuant to this Section 8.6:9, will be entitled to require each such Redeemed Holder to provide representations and warranties regarding (a) its power, authority and legal capacity to enter into such Transfer of Common Shares; (b) valid right, title and interest in such Common Shares and the Redeemed Holder’s ownership of such Common Shares; (c) the absence of any Encumbrances on such share of Common Shares; and (d) the absence of any violation, default, or acceleration of any agreement or instrument pursuant to which such Redeemed Holder or the assets of such Redeemed Holder are bound as the result of such sale. Each Repurchaser shall have the right to revoke its Repurchase Notice at any time. Should the Company elect to exercise the Repurchase Rights pursuant to this Section 9 and such Redeemed Holder fails to deliver all of such Common Shares in accordance with the terms hereof, the Company may, at its option, in addition to all other remedies it may have, cancel on its books the Common Shares (and options and warrants, to the extent applicable) registered in the name of the Redeemed Holder. All such Redeemed Holder’s right, title, and interest in and to such Common Shares (and options and warrants, to the extent applicable) shall terminate in all respects. (iv) For purposes of this Section 9, “Repurchase Period” shall mean the twelve months following the applicable Service Termination Date; provided that such twelve-month period shall be tolled if the Company determines that the purchase of such Common Shares (together with any other purchases of Common Shares pursuant to this Section 9, or pursuant to similar provisions in any other agreements with other investors of which the Company has at such time been given or has given notice), would result (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised in a violation of the same number and class of OP Units. any applicable Law or (2) A Limited Partner may not after giving effect thereto (including any dividends or other distributions or loans from a Redemption for less than one thousand (1,000) OP Units orSubsidiary of the Company to the Company in connection therewith), if such Partner holds less than one thousand (1,000) OP Unitsin a violation of any Financing Agreements, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two there exists a violation of a Financing Agreement which prohibits such issuance or purchase (2) Redemptions including any dividends or other distributions or loans from a subsidiary of the Company to the Company in a single calendar year. connection therewith), (4) Without the Company does not have funds available to effect such purchase of share of Common Shares, or (5) the consent of the General Partnerany legal, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting periodjudicial, if anyregulatory, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner Governmental Entity is required to withhold consummate such redemption or repurchase. The Company shall upon learning of any such fact and pay over prior to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess end of the amount Repurchase Period so notify the Redeemed Holder that it will not purchase such Common Shares and/or options or warrants during the Repurchase Period and has deferred its right to make such purchase until such violation of tax required law or Financing Agreement or unavailability of funds would not result therefrom or has ceased. The closing of the sale and purchase of Common Shares which the Company has elected to be withheld over defer in accordance with this Section 9 shall take place no later than 20 Business Days after such date that the Cash Amount or REIT Company is no longer permitted to defer purchasing such Common Shares Amount before such excess taxes are required to be paid to the taxing authorityunder this Section 9.

Redemption Rights. A. At A Holder shall be entitled at any time after one year following the date of issuance of any OP Units to a Limited Partnertime, such Limited Partner shall have the right (subject to the terms and conditions exercise by IPC Delaware of the Redemption Call Right as set forth herein in the Exchange Agreement and in any other such agreementapplicable law, as applicable) and otherwise upon compliance with the provisions of this Article 6, to require the Partnership Company to redeem any or all of the Exchangeable Shares registered in the name of such Holder for an amount equal to the Exchangeable Share Consideration for each Exchangeable Share which the Holder desires the Company to redeem (the "REDEEMED SHARES") applicable on the last Business Day prior to the Redemption Date (the "REDEMPTION PRICE"), to be fully paid and satisfied by the delivery by or on behalf of the Company of the Total Exchangeable Share Consideration representing such Holder's total Redemption Price for all such Redeemed Shares (the "TOTAL REDEMPTION PRICE"). To effect such redemption, the Holder shall present and surrender at the principal executive offices of the Company or at such other reasonable place as may be specified by the Board of Directors by notice to the Holders, the certificates representing the Redeemed Shares, together with certificates representing the same number of IPC Delaware Special Voting Shares and, together with such other documents and instruments as may be required to effect a transfer of Redeemed Shares and to effect a transfer of the IPC Delaware Special Voting Shares under the Act and the constating documents of the Company and such additional documents and instruments as the Company may reasonably require, and together with a duly executed statement (the "REDEMPTION PUT REQUEST") in the form of Exhibit "A" hereto or in such other form as may be acceptable to the Company: (a) specifying that the Holder desires to have all or a portion any number specified therein of the OP Units held Redeemed Shares represented by such Limited Partner certificate or certificates redeemed by the Company; (b) stating the date on which the Holder desires to have the Company redeem the Redeemed Shares (the "REDEMPTION DATE") which shall be the 30th day (or, if such OP Units being hereafter referred day is not a Business Day, the first Business Day thereafter) after the date on which the Redemption Put Request is received by the Company; and (c) acknowledging the Redemption Call Right of IPC Delaware in the Exchange Agreement to as “Tendered Units”) in exchange for purchase all but not less than all of the Cash Amount (a “Redemption”); provided Redeemed Shares directly from the Holder and that the terms of such OP Units do not provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, Redemption Put Request shall be entitled deemed to be a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner revocable offer by the Limited Partner who is exercising Holder to sell the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of the Specified Redemption Date Redeemed Shares in accordance with the instructions set forth in the Notice of RedemptionExchange Agreement. B. Notwithstanding Section 8.6A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time after one year following the date of issuance of any OP Units to a Limited Partner, such Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that the terms of such OP Units do not provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units, Class R OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemption. B. Notwithstanding Section 8.6A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time after one year following the date of issuance of any OP Units to a Limited Partner or a Special General Partner, such Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that the terms of such OP Units do not provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Special General Partner or Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemption. B. Notwithstanding Section 8.6A 8.6.A above, if the Special General Partner or a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.6.E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. Each The Special General Partner and each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each The Special General Partner and each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A8.6.A, 8.6B8.6.B, 8.6C 8.6.C or any other provision of this Agreement, the Special General Partner or a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E8.6.E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.6.E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A The Special General Partner and each Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a the Special General Partner and each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B4.3.B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time (a) On or after one year following the date 12 months after the date of the initial issuance of any the OP Units to a Limited PartnerUnits, such each Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that ) unless the terms of such OP Units do not or a separate agreement entered into between the Partnership and the holder of such OP Units provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of on the Specified Redemption Date in accordance with the instructions set forth in the Notice of RedemptionDate. B. (b) Notwithstanding Section 8.6A 8.06(a) above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion discretion, (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), ) elect to assume and satisfy the Partnership’s Redemption obligation and acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and election on or before the Tendering Partner may elect to withdraw close of business on the fifth Business Day after the its redemption request at any time prior to the acceptance receipt of the cash or REIT Shares Amount by such Tendering PartnerNotice of Redemption. C. (c) The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, Charter or the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.06(e)), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the REIT Shares for which the Partnership Units might be exchanged shall also bear a legend which generally provides the following: THE SHARES OF CAPITAL STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE, AMONG OTHERS, OF THE CORPORATION’S MAINTENANCE OF ITS QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST (“REIT”) UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE CORPORATION’S CHARTER, (1) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN (i) SHARES OF THE CORPORATION’S COMMON STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING COMMON STOCK OF THE CORPORATION UNLESS SUCH PERSON IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE) OR (ii) SHARES OF THE CORPORATION’S CAPITAL STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING CAPITAL STOCK OF THE CORPORATION UNLESS SUCH PERSON IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (2) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK THAT WOULD RESULT IN THE CORPORATION BEING “CLOSELY HELD” UNDER CODE SECTION 856(h) OR OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT; (3) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN CAPITAL STOCK TO THE EXTENT THAT SUCH OWNERSHIP WOULD RESULT IN THE CORPORATION OWNING (DIRECTLY OR INDIRECTLY) AN INTEREST IN A TENANT THAT IS DESCRIBED IN SECTION 856(d)(2)(B) OF THE CODE IF THE INCOME DERIVED BY THE CORPORATION (EITHER DIRECTLY OR INDIRECTLY THROUGH ONE OR MORE PARTNERSHIPS OR LIMITED LIABILITY COMPANIES) FROM SUCH TENANT FOR THE TAXABLE YEAR OF THE CORPORATION DURING WHICH SUCH DETERMINATION IS BEING MADE WOULD REASONABLY BE EXPECTED TO EQUAL OR EXCEED THE LESSER OF (i) ONE PERCENT (1%) OF THE CORPORATION’S GROSS INCOME (AS DETERMINED FOR PURPOSES OF SECTION 856(c) OF THE CODE), OR (ii) AN AMOUNT THAT WOULD CAUSE THE CORPORATION TO FAIL TO SATISFY ANY OF THE GROSS INCOME REQUIREMENTS OF SECTION 856(c) OF THE CODE; AND (4) NO PERSON MAY TRANSFER SHARES OF COMMON STOCK IF SUCH TRANSFER WOULD RESULT IN THE COMMON STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS (AS DETERMINED UNDER THE PRINCIPLES OF SECTION 856(a)(5) OF THE CODE), AND ANY SUCH ATTEMPTED TRANSFER SHALL BE VOID AB INITIO AND THE INTENDED TRANSFEREE SHALL ACQUIRE NO RIGHTS IN SUCH SHARES OF THE CAPITAL STOCK. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION, OR, IN THE CASE OF SUCH A PROPOSED OR ATTEMPTED TRANSACTION, GIVE AT LEAST 15 DAYS PRIOR WRITTEN NOTICE. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP AS SET FORTH IN (1) THROUGH (3) ABOVE ARE VIOLATED, THE SHARES OF CAPITAL STOCK IN EXCESS OR IN VIOLATION OF SUCH LIMITATIONS WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE CORPORATION MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED IN (1) THROUGH (3) ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND THAT ARE DEFINED IN THE CHARTER OF THE CORPORATION SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE CHARTER OF THE CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SHARES OF CAPITAL STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE. D. (d) Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Limited Partner shall assume and pay such transfer tax. E. (e) Notwithstanding the provisions of Section 8.6A8.06(a), 8.6B8.06(b), 8.6C 8.06(c) or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, Person to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter of the General Partner and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E8.06(e), it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. (f) Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.06(e)), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: 8.06: (1i) All a portion of the OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be General Partner Interests and all other OP Units shall be deemed to be Limited Partner Interests comprised and held by the General Partner in its capacity as a Limited Partner in the Partnership such that, immediately after such Redemption, the requirements of Section 4.01(b) continue to be met; (ii) without the consent of the same number and class General Partner, each Limited Partner may effect a Redemption only one time in each fiscal quarter; (iii) without the consent of OP Units. (2) A the General Partner, each Limited Partner may not effect a Redemption for less than one thousand (1,000) 1,000 OP Units or, if such the Limited Partner holds less than one thousand (1,000) 1,000 OP Units, such Partner may effect a Redemption only with respect to all of the OP Units held by such Limited Partner. ; (3iv) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without without the consent of the General Partner, a each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. ; (5v) The the consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. ; and (6vi) Each each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Limited Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. (g) In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B4.04, the General Partner shall make such revisions to this Section 8.6 8.06 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time after one year following the date of issuance of any OP Units to a Limited Partner, such Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that the terms of such OP Units do not provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T C OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemption. B. Notwithstanding Section 8.6A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time after one year following the date of issuance of any OP Units to a Limited Partner, such Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that the terms of such OP Units do not provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemption. B. Notwithstanding Section 8.6A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some Some or all of the Tendered Units from Shares issued pursuant to the Tendering Partner exercise of the Option and held by the Participant for a period of at least six months following exercise of the Option, shall, at the written request of the Participant (or his personal representative), be redeemed by the Company as follows: (i) in exchange the case of (A) a termination of Participant's employment with the Company due to death or Disability (as defined below); (B) a voluntary termination by the Participant of his employment with the Company; (C) a termination of Participant's employment by the Company other than for Cause; or (D) a redemption request made by the Participant while still employed by the Company, the Company shall pay to the Participant an amount equal to the Fair Market Value on the date of redemption of the Shares being redeemed, which price shall: (E) to the extent the Participant paid for the REIT Shares Amount (Exercise Price of the Option using a Note in accordance with Section 3(c)(i)(C) above, be applied to the amounts of principal and interest which are due and remain unpaid as of the Specified Redemption Datedate of redemption as follows: (I) and, if upon redemption of all or any portion of the General Partner so elects, first 25% of the Tendering Partner shall sell the Tendered Units Shares subject to the General Partner in exchange for Pledge Agreement; only the REIT accrued interest on the Note shall be paid; (II) upon redemption of all or any portion of the second 25% of the Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior subject to the acceptance Pledge Agreement, all of the cash or REIT redemption proceeds shall be applied to the Note interest and principal; (III) upon the redemption of any portion of the third 25% of the Shares Amount subject to the Pledge Agreement, one-half of the redemption proceeds shall be applied to the Note interest and principal unless one-half of the portion of the third 25% retained by such Tendering Partner. C. The REIT Shares Amountthe Participant, if applicablewhen valued at the then prevailing redemption price, shall be delivered as duly authorizedless than the remaining interest and principal due on the Note, validly issuedin which event a greater portion of the redemption proceeds shall be applied to the Note so that one-half of the portion of the third 25% retained by the Participant, fully paid when valued at the then prevailing redemption price, shall be equal to or greater than the remaining interest and nonassessable REIT principal due on the Note; and (IV) upon the redemption of all or any portion of the fourth 25% of the Shares andsubject to the Pledge Agreement, if applicablethere shall then be any balance of interest or principal remaining due on the Note, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws such portion of the General Partnerredemption proceeds shall be applied to the Note as necessary to fully pay the balance thereof; and (F) to the extent the redemption price exceeds the amount remaining unpaid on the Note or if no Note is outstanding, the Securities Act, relevant state securities such redemption price (or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into portion thereof) shall be payable by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E)Company, with interest on the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, unpaid balance accruing at a fair market rate as of the Specified Redemption Date. D. Each Limited Partner covenants date of redemption, which the parties understand shall mean the "Applicable Federal Rate" as such term is used in Code section 7872 unless, based upon the financial position and agrees with credit worthiness of the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liensCompany, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees thata higher rate is appropriate, in thirty-six (36) equal consecutive monthly installments, commencing ninety (90) days following the event any state date on which the Fair Market Value is established; and (i) in the case of a termination for Cause (as defined below) or local property transfer tax is payable a termination as a result of the transfer failure of its Tendered Units the Nevada Gaming Authorities to grant the Participant a casino key employee and equity holder license, Participants shall be deemed to have elected redemption as of his termination of employment or six months after share exercise was completed, whichever is later, and the Company shall pay to the General Partner Participant an amount equal to the lesser of the exercise price for such Shares or the Fair Market Value on the date of redemption, which price shall-- (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (iA) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right Participant paid for the Exercise Price of the Option using a Note in accordance with Section 3(c)(i)(C) above, be used to acquire REIT Shares pursuant offset any amounts of principal and interest which are due and unpaid as of the date of redemption; and (B) to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or redemption price exceeds the amount of tax required to be withheldremaining unpaid on the Note or if no Note is outstanding, the amount withheld such redemption price shall be treated payable, with interest on the unpaid balance accruing at a fair market rate as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount date of tax required to be withheld over redemption, which the Cash Amount or REIT Shares Amount before parties understand shall mean the "Applicable Federal Rate" as such excess taxes are required to be paid to term is used in Code section 7872 unless, based upon the taxing authorityfinancial position and credit worthiness of the Company, a higher rate is appropriate, in thirty-six (36) equal consecutive monthly installments commencing ninety (90) days following the date on which Fair Market Value is established.

Redemption Rights. A. At Subject to Section 8.4.B or C and subject to Section 11.3.D, on or at any time after one year following the date of issuance of any OP Units to a Limited PartnerInitial Redemption Date, such each Limited Partner (other than an LXP LP) shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable“Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the OP Partnership Units held by such Limited Partner (such OP Units being hereafter referred to as the “Tendered Units”) in exchange for the Cash Redemption Amount (a “Redemption”)to be delivered by the Partnership; provided that provided, however, that, at the terms option of the General Partner, such OP Partnership Units do not provide that such OP Units are not entitled may be redeemed for the Share Redemption Amount to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between be delivered by the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunderPartnership. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right Redemption Right (the “Tendering Redeeming Partner”). A Limited Partner may not exercise the Redemption Right for fewer than five hundred (500) Partnership Units or, if such Limited Partner holds fewer than five hundred (500) Partnership Units, all of the Partnership Units held by such Limited Partner. The Cash Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid after the Specified Redemption Date. The Assignee of any Limited Partner may exercise the rights of such Limited Partner pursuant to this Section 8.4, 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 Limited Partner’s Assignee. In connection with any exercise of such rights by such Assignee on behalf of such Limited Partner, the Redemption Amount shall be payable delivered by the Partnership directly to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemptionsuch Assignee and not to such Limited Partner. B. Notwithstanding Section 8.6A aboveany other provision of this Agreement, if a on and after the date on which the aggregate Percentage Interests of the Limited Partner has delivered to Partners (other than LXP LPs) are less than one percent (1%), the General Partner may require the remaining Limited Partners to redeem their Partnership Units for the Redemption Amount to be delivered by the Partnership. The right of the General Partner under this Section 8.4.B shall be exercised pursuant to a Notice notice delivered to all remaining Limited Partners. Such redemption shall be effective on the date specified in the notice, which date shall be at least 30 days after the notice is sent to the Limited Partners. C. Notwithstanding the provisions of Redemption then Section 8.4.A hereof, on or before the close of business on the Cut-Off Date, the General Partner may, in its sole and absolute discretion (but subject to the Ownership Limit and the transfer restrictions and other limitations on ownership and transfer of REIT Shares set forth in the Charter)Declaration of Trust, elect to acquire some or all acquire, up to 100% of the Tendered Units from the Tendering Redeeming Partner (the percentage elected to be acquired by the General Partner being referred to as the “Applicable Percentage”) in exchange for the Share Redemption Amount. It shall be a condition to the General Partner’s ability to deliver the Share Redemption Amount that any such consideration shall consist of REIT Shares Amount (as of the Specified Redemption Date) andwhich shall, if upon issuance, be duly authorized, validly issued, fully paid and nonassessable. If the General Partner so elects, on the Tendering Specified Redemption Date the Redeeming Partner shall sell the Applicable Percentage of the Tendered Units to the General Partner in exchange for REIT Shares. The Redeeming Partner shall submit (i) such information, certification or affidavit as the REIT Shares AmountGeneral Partner or LXP may reasonably require in connection with the application of the Ownership Limit and any other restrictions and limitations imposed by the Declaration of Trust on such acquisition and (ii) such written representations, investment letters, legal opinions or other instruments necessary in the view of the General Partner or LXP to effect compliance with the Securities Act. In such eventthe event of a purchase of any Tendered Units by the General Partner pursuant to this Section 8.4.C, the Tendering Redeeming Partner shall no longer have no the right to cause the Partnership to redeem effect a Redemption of such Tendered Units, and, upon notice to the Redeeming Partner by the General Partner given on or before the close of business on the Cut-Off Date, that the General Partner has elected to acquire some or all of the Tendered Units pursuant to this Section 8.4.C, the Partnership shall have no obligation to effect a Redemption of the Tendered Units as to which the notice by the General Partner relates. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Share Redemption Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered by the General Partner as duly authorized, validly issued, fully paid and nonassessable non-assessable REIT Shares and, if applicable, Rights, free of any pledge, lien, encumbrance or restriction, other than those the Ownership Limit and other restrictions provided in the Charter, the Bylaws Declaration of the General PartnerTrust, the Securities Act, Act and relevant state securities or “blue sky laws and sky” laws. Neither any applicable registration rights agreement with respect Limited Partner whose Tendered Units are acquired by the General Partner pursuant to this Section 8.4.C, any Partner nor any other interested Person shall have any right to require or cause LXP to register, qualify or list any REIT Shares owned or held by such Person, whether or not such REIT Shares entered into by are issued pursuant to this Section 8.4.C, with the Tendering PartnerSEC, with any state securities commissioner, department or agency, under the Securities Act or the Exchange Act or with any stock exchange; provided, however, that this limitation shall not be in derogation of any registration or similar rights granted pursuant to any other written agreement between the LXP and any such Person. Notwithstanding any delay in such delivery (but subject to Section 8.6E)delivery, the Tendering Redeeming Partner shall be deemed the owner of such REIT Shares and Rights for all purposes, including including, without limitation, rights to vote or consent, and receive dividends, and exercise rights, as of the Specified Redemption Date. REIT Shares issued upon an acquisition of the Tendered Units by the LXP pursuant to this Section 8.4.C may contain such legends regarding restrictions under the Securities Act and applicable state securities laws as the LXP in good faith determines to be necessary or advisable in order to ensure compliance with such laws. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement8.4.A, a Limited Subsequent Partner (i) shall not be entitled to effect a exercise the Redemption for cash or an exchange for Right pursuant to Section 8.4.A if the delivery of REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Subsequent Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation Declaration of this Section 8.6E, it shall be null Trust and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject in any event to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. REIT Shares being in compliance with all applicable Federal and State securities laws. Notwithstanding any other provision of this Agreement, upon the occurrence of a Capital Event prior to the Specified Redemption Date, the proceeds of which are distributed to the Partners, and ultimately proportionately to the shareholders of LXP, the Percentage Interest of each Partner shall, from the date of such Capital Event, be equal to (i) the product of (a) such Partner’s Percentage Interest prior to such Capital Event and (b) the difference between (x) the fair market value of the assets of the Partnership and (y) any amounts distributed to such Partner as a result of the Capital Event, divided by (ii) the fair market value of the assets of the Partnership after such distribution. The General Partner is authorized shall adjust the number of Partnership Units owned by each Partner to take any action that it determines to be necessary or appropriate to cause appropriately reflect the partnership to comply with any withholding requirements established under the Code or any other federal, state or local law that apply upon a Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested adjustments made by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.this Section 8.4.D.

Redemption Rights. A. At any time after one year following the date of issuance of any OP Units to a Limited Partner, such Limited Partner (a) The Corporation shall have the right at any time after the fifth anniversary of the Original Issue Date (the “Redemption Date”) to call and redeem all (but not less than all) of the outstanding shares of Series E Preferred Stock at a price of $10,000 per share, plus any authorized, declared and unpaid dividends thereon, without accumulation of any undeclared dividends, through the Redemption Date (the “Redemption Price”). Redemption of the Series E Preferred Stock is subject to receipt by the terms and conditions set forth herein and in Corporation of any required prior approvals from the Board of Governors of the Federal Reserve System or any other such agreementregulatory authority. (b) Not less than 30 days nor more than 60 days prior to the Redemption Date, as applicable) to require written notice (the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered UnitsRedemption Notice”) in exchange for the Cash Amount (a “Redemption”); provided that the terms of such OP Units do not provide that such OP Units are not entitled shall be mailed, first class postage prepaid, to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Unitsthe shares of the Series E Preferred Stock at their address last shown on the records of the Corporation. The Redemption Notice shall state: (i) the number of shares being redeemed; (ii) what the Redemption Date and Redemption Price are; (iii) that the holders’ voluntary Conversion Rights (as defined in paragraph 3) shall terminate; and (iv) that each holder is to surrender to the Corporation, all OP Unitsin the manner and at the place designated, including Class A OP Units and Class T OP Unitsthe certificates representing the shares of Series E Preferred Stock to be redeemed. (c) On or before the Redemption Date, the holders of shares of Series E Preferred Stock being redeemed, unless a holder has exercised his or her right to convert the shares as provided in paragraph 3 hereof, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on surrender the certificate or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered certificates representing such shares to the General Partner by Corporation, in the Limited Partner who is exercising manner and at the right (place designated in the “Tendering Partner”). The Cash Amount Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the Tendering Partner within ten (10) days order of the Specified person whose name appears on such certificate or certificates as the owner thereof. (d) If the Redemption Notice shall have been duly given, and if on or before the Redemption Date in accordance with the instructions Redemption Price has been set forth in aside by the Notice Corporation, then all shares of Redemption. B. Notwithstanding Section 8.6A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner Series E Preferred Stock shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicablelonger be outstanding, shall be delivered as duly authorized, validly issued, fully paid cancelled and nonassessable REIT Shares and, if applicable, free of retired and shall cease to exist. Each certificate formerly representing any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws shares of the General Partner, Series E Preferred Stock shall thereafter represent only the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on receive the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchangePrice. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time (a) On or after the date that is (i) with respect to a Limited Partner that is a MissionPoint Party (as defined in the Registration Rights Agreement), 180 days following the completion of the General Partner’s initial public offering of REIT Shares and (ii) with respect to a Limited Partner that is not a MissionPoint Party, one year following the date completion of issuance the General Partner’s initial public offering of any REIT Shares, with respect to the OP Units to a Limited Partner(including any LTIP Units that are converted into OP Units) acquired on the Effective Date, such each Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require cause the Partnership to redeem purchase all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that ) unless the terms of such OP Units do not or a separate agreement entered into between the Partnership and the holder of such OP Units provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of on the Specified Redemption Date in accordance with the instructions set forth in the Notice of RedemptionDate. B. (b) Notwithstanding Section 8.6A 8.06(a) above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion discretion, (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), ) elect to assume and satisfy the Partnership’s Redemption obligation and acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and election on or before the Tendering Partner may elect to withdraw close of business on the fifth Business Day after the its redemption request at any time prior to the acceptance receipt of the cash or REIT Shares Amount by such Tendering PartnerNotice of Redemption. C. (c) The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, Charter or the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.06(e)), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the REIT Shares for which the Partnership Units might be exchanged shall also bear such restrictive legends that the General Partner determines are appropriate to xxxx transfer, ownership or other restrictions and limitations applicable to the REIT Shares. D. (d) Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Limited Partner shall assume and pay such transfer tax. E. (e) Notwithstanding the provisions of Section 8.6A8.06(a), 8.6B8.06(b), 8.6C 8.06(c) or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, Person to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter of the General Partner and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E8.06(e), it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. (f) Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.06(e)), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: 8.06: (1i) All a portion of the OP Units acquired by the General Partner pursuant thereto and any and all future issuances shall automatically, and without further action required, be converted into and deemed to be General Partner Interests and all other OP Units shall be deemed to be Limited Partner Interests comprised and held by the General Partner in its capacity as a Limited Partner in the Partnership such that, immediately after such Redemption, the requirements of Section 4.01(b) continue to be met; (ii) without the consent of the same number and class General Partner, each Limited Partner may effect a Redemption only one time in each fiscal quarter; (iii) without the consent of OP Units. (2) A the General Partner, each Limited Partner may not effect a Redemption for less than one thousand (1,000) 1,000 OP Units or, if such the Limited Partner holds less than one thousand (1,000) 1,000 OP Units, such Partner may effect a Redemption only with respect to all of the OP Units held by such Limited Partner. ; (3iv) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without without the consent of the General Partner, a each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. ; (5v) The the consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. ; and (6vi) Each each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Limited Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. (g) In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B4.04, the General Partner shall make such revisions to this Section 8.6 8.06 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. Notwithstanding (h) The Assignee of any other provision Limited Partner may exercise the rights of such Limited Partner pursuant to this AgreementSection 8.06, the General and such Limited Partner is authorized shall be deemed to take any action that it determines have assigned such rights to such Assignee and shall 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested bound by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange exercise of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received such rights by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authorityAssignee.

Redemption Rights. A. At (i) Except as provided in Sections 7.6 (b) and (c) and except as may otherwise be prohibited by the Securities Act, on or at any time after one year following the date of issuance of any OP Units to a Adoption Date and until the REIT Termination Date, each Limited Partner, such Limited Partner other than the REIT shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable"Redemption Right") to require the Partnership to redeem on a Specified Redemption Date all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) at a redemption price equal to, and in exchange for the form of the Cash Amount to be paid by the Partnership. The Redemption Right shall be exercised pursuant to a Redemption Notice (a “Redemption”form of which is attached as Exhibit A hereto) delivered to the REIT by the Limited Partner who is exercising the Redemption Right (the "Redeeming Partner"); provided provided, however, that the terms of Partnership shall not be obligated to satisfy such OP Redemption Right if the REIT purchases the Units do subject to the Redemption Notice pursuant to Section 7.6(a)(ii). A Limited Partner may not provide that exercise the Redemption Right for less than 100 Units or, if such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Limited Partner holds less than 100 Units, all OP Units, including Class A OP of the Units and Class T OP Units, shall be entitled to a right of Redemption hereunderheld by such Limited Partner. The Tendering Redeeming Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date if the Partnership Record Date for that distribution is after the Specified Redemption Date. Any Redemption The Assignee of any Limited Partner may exercise the rights such Limited Partner has pursuant to this Section 7.6(a)(i) (in which case the Assignee will be the "Redeeming Partner" for the purposes of the rights and restrictions contained in this Section 7.6) and such Limited Partner shall be exercised pursuant deemed to a Notice of Redemption delivered have assigned such rights to the General Partner such Assignee and shall be bound by the exercise of such rights by such Limited Partner who is exercising Partner's Assignee. In connection with any exercise of such rights by such Assignee on behalf of such Limited Partner, the right (the “Tendering Partner”). The Cash Redemption Amount shall be payable paid by the Partnership directly to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemptionsuch Assignee and not to such Limited Partner. B. (ii) Notwithstanding the provisions of Section 8.6A above7.6(a)(i), if a Limited Partner has delivered or Assignee who exercises a Redemption Right shall be deemed to have offered to sell the Units described in the Redemption Notice to the General Partner a Notice of Redemption then REIT, and the General Partner REIT may, in its sole and absolute discretion (subject discretion, assume directly and satisfy a Redemption Right by paying to the limitations Redeeming Partner the Redemption Amount on ownership the Specified Redemption Date, whereupon the REIT shall acquire the Units offered for redemption by the Redeeming Partner and transfer shall be treated for all purposes of this Agreement as the owner of such Units. If the REIT shall exercise its right to satisfy the Redemption Right in the manner described in the preceding sentence, the Partnership shall have no obligation to pay any amount to the Redeeming Partner with respect to such Redeeming Partner's exercise of the Redemption Right and each of the Redeeming Partner and the Partnership, shall treat the transaction between the REIT and the Redeeming Partner as a sale of the Redeeming Partner's Partnership Units to the REIT for federal income tax purposes. Each Redeeming Partner agrees to execute such documents as the REIT may reasonably require in connection with the issuance of REIT Shares set forth upon the Partner's exercise of the Redemption Right. If the REIT elects to assume and satisfy the Redemption Right, the REIT may deliver REIT Shares as payment of the Redemption Amount to the Limited Partner only if the REIT Shares are registered for sale to the public under applicable securities laws, to the extent required. (iii) Notwithstanding the provisions of Section 7.6(a)(i),a Limited Partner or Assignee shall not be entitled to exercise a Redemption Right pursuant to Section 7.6(a)(i) if the delivery of REIT Shares to such Limited Partner or Assignee by the REIT on the Specified Redemption Date pursuant to Section 7.6(a)(ii) (regardless of whether the REIT would, in fact, exercise its rights under Section 7.6(a)(ii)) would cause such Limited Partner or Assignee to violate the Charter)Ownership Limit or any other terms of the REIT's Declaration of Trust. The REIT, in its sole and absolute discretion, however, may elect to acquire some or all of the Tendered such Units from the Tendering Partner in exchange for the Cash Amount attributable to such Units. (iv) Notwithstanding the provisions of Section 7.6(a)(i), a Limited Partner or Assignee shall not be entitled to exercise the Redemption Right pursuant to Section 7.6(a)(i) if the delivery of REIT Shares Amount (as of to such Limited Partner or Assignee by the REIT on the Specified Redemption DateDate pursuant to Section 7.6(a)(ii) and(regardless of whether the REIT would, if in fact, exercise its rights under Section 7.6(a)(ii)) would be prohibited under applicable law. (v) If the General Partner so electsRedemption Right is satisfied by the REIT by the delivery of REIT Shares, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E), the Tendering Redeeming Partner shall be deemed the owner to become a holder of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the close of business on the Specified Redemption Date. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time after one year following Subject to and in accordance with the date provisions of issuance of any OP Units to a Limited Partnerthis Section 3.8, such Limited each Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicablea "Redemption Right") to require request that the Partnership to redeem for cash at the Current Unit Value in the case of Units, or at the Current Participation Interest Value in the case of a Participation Interest, all or a portion of the OP Units or Participation Interest held by such Limited Partner by delivering a notice (a "Notice of Redemption") to the Partnership and the General Partner specifying the number of Units or the portion of the Participation Interest held by such Partner (a "Redeeming Partner") that it requests to be redeemed at any time within the last 45 days of any calendar year ending after the later of (i) the last day of the Initial Investment Period and (ii) the first anniversary of the date such OP Partner acquired the Units being hereafter referred or such portion of its Participation Interest that it seeks to as “Tendered Units”) redeem. If, and beginning with the first day of the first taxable year in exchange which, the Partnership no longer qualifies for the Cash Amount (a “Redemption”); provided Private Placement PTP Exemption, the Redemption Right shall comply with the requirements of Regulations Section 1.7704-1(f) and shall be construed and administered in accordance therewith. The General Partner may modify the Redemption Right from time to time in its discretion to ensure that the terms of the Redemption Right comply and continue to comply with such OP requirements. If a Partner requests a redemption pursuant to the first sentence of this Section 3.8 (a "Liquidating Redemption"), the General Partner shall use its reasonable best efforts to redeem the number of Units do not provide that or the portion of the Participation Interest specified in the Notice of Redemption for cash at the Current Unit Value in the case of Units, or at the Current Participation Interest Value in the case of a Participation Interest, on or before the last day of the calendar year following the year in which such OP Notice of Redemption was delivered, subject to the following: (a) In no event shall the Partnership be required to redeem for cash in any calendar year Partnership Units and Participation Interests which, when taken together with all interests in US Core Trust and US Core Properties which Fund Investors having interests therein are not seeking to redeem pursuant to corresponding redemption rights under the Constituent Documents of such Entities, exceed, in the aggregate, 10% of the total equity capitalization of the Partnership, US Core Trust and US Core Properties (calculated without duplication of equity held directly or indirectly in any such Entity by any other such Entity) as of the first day of such calendar year. If, for any calendar year, Partners and such Fund Investors request such liquidating redemptions in excess of such 10% limit, then each Partner entitled to a right of Redemption. Unless otherwise expressly provided participate in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, redemption shall be entitled to redeem its pro rata share of the total equity in the Partnership, US Core Trust and US Core Properties requested to be redeemed in such calendar year based on the amount of such equity requested to be redeemed in each such Fund Investor's Notice of Redemption. (b) If more than one Fund Investor submits a right request for a Liquidating Redemption in a calendar year, then funds available to effect such redemptions shall be applied pro rata to the redemption of the interests in the Partnership, US Core Trust and/or US Core Properties subject to each such Fund Investor's Notice of Redemption, based on such Fund Investor's share of the total equity in such Entities. (c) In no event will any Units or Participation Interests (or interests in US Core Trust or US Core Properties) be redeemed pursuant to a Liquidating Redemption hereunder. The Tendering to the extent that (i) the General Partner determines in good faith that such redemption would be inconsistent with the best interests of the Partnership or any Operating Entity, or (ii) the Partnership is unable to raise or acquire sufficient funds to make such Liquidating Redemption on terms acceptable to the Partnership, as determined by the General Partner in good faith. (d) If, and beginning with the first day of the first taxable year in which, the Partnership no longer qualifies for the Private Placement PTP Exemption: (i) A Partner shall have no rightbe entitled to exercise the Redemption Right only if (x) the redemption or purchase of the Partner's Units and/or Participation Interest would constitute a Private Transfer or (y) the Percentage Interest attributable to the Units and Participation Interest to be redeemed, when aggregated with other Transfers of Partnership Interests within the same taxable year of the Partnership (but not including Private Transfers), would constitute a Percentage Interest of ten percent (10%) or less in the Partnership. (ii) The General Partner may establish such policies and procedures as it may deem necessary or desirable in its discretion, including imposing limitations on the number of Units and portion of Participation Interest with respect to which the Redemption Right may be exercised during any OP Units so redeemedperiod of time shorter than a calendar year (and causing similar limitations to be imposed with respect to redemptions of interests in US Core Trust and US Core Properties) and establishing procedures to allocate the ability to exercise the Redemption Right among the Partners (and causing similar procedures to be established with respect to US Core Trust and US Core Properties). (iii) The restrictions set forth in subparagraphs (i) and (ii) of this Section 3.8(d) shall continue in effect until such time as the Partnership is no longer potentially subject to classification as a publicly traded partnership, as defined in Code Section 7704, in the absence of such restrictions, as determined by the General Partner in its discretion. The restrictions set forth in such clauses (i) and (ii), together with the restrictions on the Transfer of Partnership Interests set forth in Section 10.5(b)(ii), are intended to receive any distributions paid on or after limit transfers of interests in the Specified Redemption Date. Any Redemption Partnership in such a manner as to permit the Partnership to qualify for the safe harbors from treatment as a publicly traded partnership set forth in Treasury Regulations Sections 1.7704-1(d), (e), (f) and (j) and shall be exercised pursuant construed and administered in accordance therewith. The General Partner may modify the restrictions set forth in such clauses (i) and (ii), and the provisions of Section 10.5(c), from time to time in its discretion to ensure that the Partnership complies and continues to comply with the requirements of the Code and Regulations described above. (e) Each Notice of Redemption requesting a Liquidating Redemption will expire and be of no further force or effect as of the last day of the calendar year following the year in which such Notice of Redemption was delivered. A Partner (or other Fund Investor) will be entitled to participate in Liquidating Redemptions in any given calendar year only to the extent of the Units and the portion of the Participation Interest (or other interest in the Fund) subject to a Notice of Redemption delivered to requesting a Liquidating Redemption within the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) last forty-five days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemptionpreceding calendar year. B. Notwithstanding Section 8.6A above, if a (f) A Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect exercise a Redemption Right if it prejudices or affects the continuity of the Partnership for cash or purposes of Code Section 708. Prior to any such redemption, the General Partner may require an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel, which counsel selected by and opinion shall be satisfactory to the General Partner, may to the effect that such redemption will not cause adverse tax consequences to the non-redeeming Partners, and such Limited Partner or any other Person, to violate exercising the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, it Right shall be null and void ab initio and responsible for paying said counsel's fee for such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchangeopinion. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time after one year following Each Limited Partner (other than the date of issuance of any OP Units to a Parent Limited Partner, such Limited Partner ) shall have the right (subject to the terms and conditions set forth herein and in any other applicable agreement with such agreement, as applicableLimited Partner) to require the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units” and such Limited Partner being hereafter referred to as the “Tendering Partner”) in exchange for the Cash Amount or, if applicable, the REIT Shares Amount, in each case in accordance with and subject to the terms and conditions of Annex A or Annex B hereto, as applicable (a “Redemption”); provided that the terms of such OP Units do not provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemption. B. Notwithstanding Section 8.6A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner[Intentionally Omitted.] C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, Charter or the Bylaws of the General PartnerParent, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement or similar obligation with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.6.E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the REIT Shares for which the Partnership Units might be exchanged shall also bear a legend which generally provides the following: THE SHARES OF CAPITAL STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE COMPANY’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE COMPANY’S ARTICLES OF AMENDMENT AND RESTATEMENT, (i) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE COMPANY’S COMMON STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING COMMON STOCK OF THE COMPANY OR SHARES OF THE COMPANY’S CAPITAL STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING CAPITAL STOCK OF THE COMPANY; (ii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK THAT WOULD RESULT IN THE COMPANY BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE COMPANY TO FAIL TO QUALIFY AS A REIT; AND (iii) NO PERSON MAY TRANSFER SHARES OF COMMON STOCK IF SUCH TRANSFER WOULD RESULT IN THE COMMON STOCK OF THE COMPANY BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE COMPANY. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP IS VIOLATED, THE SHARES OF CAPITAL STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE COMPANY MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND THAT ARE DEFINED IN THE ARTICLES OF AMENDMENT AND RESTATEMENT OF THE COMPANY SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE ARTICLES OF AMENDMENT AND RESTATEMENT OF THE COMPANY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SHARES OF CAPITAL STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Limited Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, Person to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter of the Parent and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E8.6.E, it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.6.E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: 8.6 and Annex A or Annex B hereto, as applicable: (1i) All all OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited General Partner Interests comprised of the same number and class of OP Units. ; (2ii) A without the consent of the General Partner, each Limited Partner may not effect a Redemption for less than one thousand (1,000) 1,000 OP Units or, if such the Limited Partner holds less than one thousand (1,000) 1,000 OP Units, such Partner may effect a Redemption only with respect to all of the OP Units held by such Limited Partner. ; (3iii) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without without the consent of the General Partner, a each Limited Partner may not effect a Redemption such that the Specified Redemption Date would fall during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders shareholders of some or all of its portion of such distribution. ; (5iv) The the consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. ; and (6v) Each each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Limited Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder shareholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B4.3, the General Partner shall make such revisions to this Section 8.6 8.6, Annex A and/or Annex B as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time after one year following (a) Subject to the date provisions of issuance of any OP Units to a Limited PartnerSections 3.8(b) and (d), such each Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicablea “Redemption Right”) to require the Partnership to redeem all or a portion of the OP Units and/or Participation Interest held by such Limited Partner at a redemption price equal to and in the form of the Redemption Amount at any time after the later of (i) the last day of the Initial Investment Period and (ii) the first anniversary of the date such Limited Partner acquired the OP Units being hereafter referred it seeks to as “Tendered Units”) in exchange for the Cash Amount redeem. The Redemption Right shall be exercised pursuant to a notice (a “Notice of Redemption”) delivered to the Partnership (with a copy to the General Partner) by the Limited Partner who is exercising the Redemption Right (the “Redeeming Partner”); provided provided, however, that the terms of Partnership shall not be obligated to satisfy such Redemption Right if the Trust elects to purchase the OP Units do not provide that such OP Units are not entitled and/or Participation Interest subject to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right Notice of Redemption hereunderpursuant to Section 3.8(c). The Tendering Redeeming Partner shall have no right, with respect to any OP Units and/or Participation Interests so redeemed, to receive any distributions distribution paid with respect to OP Units if the record date for such distribution is on or after the tenth Business Day following the date the General Partner receives the Notice of Redemption (the “Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount If, and beginning with the first day of the first taxable year in which, the Partnership no longer qualifies for the Private Placement FTP Exemption, the Redemption Right shall comply with the requirements of Regulations Section 1.7704-l(f) and shall be payable to the Tendering Partner within ten (10) days of the Specified Redemption Date construed and administered in accordance with the instructions set forth in the Notice of Redemption. B. Notwithstanding Section 8.6A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Unitstherewith. The General Partner shall promptly give such Tendering Partner written notice of may modify the Redemption Right from time to time in its election, and discretion to ensure that the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance terms of the cash or REIT Shares Amount by Redemption Right comply and continue to comply with such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Unitsrequirements. (2b) A Limited Partner may not effect a In addition to other restrictions on Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions Rights in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. Notwithstanding any other provision of this Agreement, the following restrictions apply to all Redemption Rights (other than the redemption right of the Trust set forth in Section 3.12): (i) Notwithstanding any other provision of this Article III, but subject to the last sentence of clause (iii) below, a Limited Partner shall be entitled to exercise the Redemption Right only if (x) the redemption or purchase of the Limited Partner’s OP Units and Participation Interest, as the case may be, would constitute a Private Transfer or (y) the Percentage Interest attributable to the OP Units and Participation Interest to be purchased or redeemed, when aggregated with other Transfers of OP Units within the same taxable year of the Partnership (but not including Private Transfers), would constitute a Percentage Interest often percent (10%) or less. (ii) The General Partner is authorized to take any action that may establish such policies and procedures as it determines to be may deem necessary or appropriate desirable in its discretion to cause administer the partnership 10% limit set forth in subparagraph (i) above, including imposing further limitations on the number of OP Units and portion of Participation Interest with respect to comply with which the Redemption Right may be exercised during any withholding requirements established under period of time shorter than a calendar year and establishing procedures to allocate the ability to exercise the Redemption Right among the Limited Partners. (iii) The restrictions set forth in subparagraphs (i) and (ii) of this Section 3.8(b) shall continue in effect until such time as the Partnership is no longer potentially subject to classification as a publicly traded partnership, as defined in Code or any other federalSection 7704, state or local law that apply upon a Redemption or exchange in the absence of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Unitssuch restrictions, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested as determined by the General Partner in its discretion. The restrictions set forth in such clauses (i) and (ii), together with the restrictions on the Transfer of Partnership Interests set forth in Section 10.3(a)(iii), are intended to limit transfers of interests in the Partnership in such a manner as to permit the Partnership to qualify for the safe harbors from treatment as a publicly traded partnership set forth in Treasury Regulations Sections 1.7704-l(d), (e), (f) and (j) and shall be construed and administered in accordance therewith. The General Partner may modify the restrictions set forth in such clauses (i) and (ii), and the provisions of Section 10.3(c), from time to time in its discretion to ensure that the Partnership complies and continues to comply with the requirements of the Code and Regulations described above. Notwithstanding anything herein to the contrary, the provisions of subparagraphs (i)-(iii) shall only apply if, and beginning with the first day of the first taxable year in which, the Partnership no longer qualifies for the Private Placement PTP Exemption. (iv) A Limited Partner shall not be entitled to exercise a Redemption Right if such exercise (assuming, in the case of the exercise of a Redemption Right, that the Trust elects to purchase all OP Units and/or Participation Interests proposed to be redeemed in exchange for Shares pursuant to Section 3.8(c)) would (a) result in the total number of outstanding Shares and any other ownership or beneficial interests in the Trust being owned by fewer than one hundred persons within the meaning of Code Section 856(a)(5); (b) result in such Limited Partner or any other Person owning, directly or constructively under Code Section 856(d)(5), in excess of 9.9% of the total Shares (and any other ownership or beneficial interests) in the Trust; (c) cause more than 50% of the value of the Trust’s Shares (and any other ownership or beneficial interests) to be held by five or fewer individuals and certain organizations under Code Section 856(h) and 542(a)(2); (d) cause the Trust to own, directly or constructively, 10% or more of the ownership interests of any person that is a form acceptable tenant with respect to any real property owned or constructively owned by the Trust (so as to prevent the application of Code Section 856(d)(2)); (e) cause the Trust to no longer qualify as a “domestically-controlled REIT” as defined in Code Section 897(h)(4) if the Trust is so qualified at the time of the proposed redemption; (f) cause the Trust to become a “Pension-Held REIT” as such term is defined in Code Section 856(h)(3) if the Trust was not a “Pension-Held REIT” immediately prior to the proposed redemption; or (g) cause the acquisition of Shares (and any other ownership or beneficial interests) in the Trust by such Limited Partner to be “integrated” with any other distribution of interests in the Trust for purposes of complying with the registration provisions of the Securities Act of 1933. The General Partner may modify the restrictions set forth in this Section 3.8(b) from time to time in its discretion to ensure that the Partnership complies and continues to comply with Code Section 856. The General Partner may, in its sole discretion, waive the restrictions on redemption set forth in this Section 3.8(b); provided, however, that in the event a restriction is waived, the applicable Redeeming Partner shall be paid the Cash Amount. (v) A Limited Partner shall not be entitled to exercise a Redemption Right if it prejudices or affects the continuity of the Partnership for purposes of Code Section 708. Prior to any such redemption, the General Partner may require an opinion of counsel, which counsel and opinion shall be satisfactory to the General Partner. If , to the effect that such redemption will not cause adverse tax consequences to the non-redeeming Partners, and such Limited Partner exercising the Redemption Right shall be responsible for paying said counsel’s fee for such opinion. (vi) The Partnership shall not redeem any Partnership Interests for the Cash Amount pursuant to this Section 3.8(a) requested to be redeemed pursuant to a Notice of Redemption that did not request a Liquidating Redemption, unless the Partnership and the Trust can also make, in accordance with Section 3.10, all Liquidating Redemptions requested to be made pursuant to Notices of Redemption then in effect that did request Liquidating Redemptions. (c) Notwithstanding the provisions of Section 3.8(a), a Limited Partner that exercises the Redemption Right shall be deemed to have offered to sell the Partnership Interests described in the Notice of Redemption to the Trust, and the Trust (or any designee thereof) may, in its sole and absolute discretion, elect to purchase directly and acquire such Partnership Interests by paying to the General Redeeming Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and either the Cash Amount or the REIT Shares Amount, as elected by the case may beTrust or any designee thereof (each in its sole and absolute discretion), equals on the Specified Redemption Date, whereupon the Trust or exceeds any designee thereof shall acquire the amount of tax required to be withheld, Partnership Interests offered for redemption by the amount withheld Redeeming Partner and shall be treated for all purposes of this Agreement as an amount received by the owner of such Partner in redemption Partnership Interests as of its Tendered Unitsthe Specified Redemption Date. If the Cash Amount Trust or any designee thereof shall elect to exercise its right to purchase Partnership Interests under this Section 3.8(c) with respect to a Notice of Redemption, it shall so notify the Redeeming Partner within five Business Days after the receipt by the General Partner of such Notice of Redemption. Unless the Trust or any designee thereof (each in its sole and absolute discretion) shall exercise its right to purchase Partnership Interests from the Redeeming Partner pursuant to this Section 3.8(c), neither the Trust nor any designee thereof shall have any obligation to the Redeeming Partner or the REIT Shares AmountPartnership with respect to such Redeeming Partner’s exercise of such Redemption Right. In the event that the Trust or any designee thereof shall exercise its right to purchase Partnership Interests with respect to the exercise of a Redemption Right in the manner described in the first sentence of this Section 3.8(c), 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, and each of the Redeeming Partner, the Partnership, and the Trust or any designee thereof, as the case may be, is less shall treat the transaction between the Trust or its designee, as the case may be, and the Redeeming Partner for federal income tax purposes as a sale of the Redeeming Partner’s Partnership Interests to the Trust or such designee. Each Redeeming Partner agrees to execute such documents as the General Partner or the Trust may reasonably require in connection with the issuance of Shares equal to the REIT Shares Amount upon exercise of the Redemption Right by a Limited Partner and the election to purchase such Partnership Interests by the Trust. Notwithstanding the foregoing, the Trust may not elect, pursuant to this Section 3.8(c), to acquire Partnership Interests for the Cash Amount pursuant to any Notice of Redemption that did not request a Liquidating Redemption, unless the Trust and the Partnership can also make, in accordance with Section 3.10, all Liquidating Redemptions requested to be made pursuant to Notices of Redemption then in effect that did request Liquidating Redemptions. (d) The Trust shall at all times reserve and keep available out of its authorized but unissued Shares, solely for the purpose of effecting the exchange of Partnership Interests for Shares, a number of Snares equal to the number of Outstanding Unit Equivalents not owned by the Trust. No Limited Partner shall, by virtue of being the holder of a Partnership Interest be deemed to be a Shareholder of or have any other interest in the Trust. In the event of any change in the outstanding Shares of the Trust or its successor by reason of any share dividend, split, recapitalization, merger, consolidation, combination, exchange of shares or other similar corporate change other than the amount issuance of tax required to be withheldRights, as further described in Section 3.8(e) (a “Recapitalization”), the Tendering number of OP Units held by each Partner shall be adjusted upward or downward to equal such number of Shares of the Trust (or as applicable, the Shares or equivalent class of securities of the successor thereto) as would have been held by the Partner immediately following the Recapitalization if such Partner had held a number of Shares equal to such number of OP Units immediately prior to such Recapitalization, In the event the Trust or any designee thereof acquires Participation Interests pursuant to Section 3.8(c), any Participation Interest so acquired shall be automatically converted into a number of OP Units which equals the REIT Shares Amount attributable to such Participation Interest, and the General Partner shall record the transfer on the books of the Partnership so that the Trust or any designee thereof, as applicable, is thereupon the owner and holder of such OP Units. As is more particularly described in Section 3.8(b)(iv), notwithstanding any other provisions of this Section 3.8, a Limited Partner shall not receive have the right to exercise a Redemption Right if, upon payment of the REIT Shares Amount to such Limited Partner, (i) the Trust would, as a result thereof, no longer qualify (or it would be reasonably possible in the judgment of the General Partner that the Trust no longer would qualify) as a real estate investment trust under the Code; or (ii) the payment of such REIT Shares Amount to the Limited Partner would constitute or be reasonably possible in the judgment of the General Partner to constitute a violation of applicable federal or state securities laws or would violate any Cash applicable provisions of the organizational documents of the Trust (including without limitation any restrictions on ownership of securities of the Trust set forth in the Declaration of Trust or Bylaws of the Trust). In either such event, to the extent the consequences described in clause (i) or (ii) of the preceding sentence could be eliminated by reasonable action of the General Partner or the Trust without any material detriment to the General Partner or the Trust and at the expense of such Limited Partner(s) requesting such exchange, the Trust or the General Partner shall take all such reasonable action to effect the exchange of Partnership Interests for Shares by such Limited Partner(s) as herein provided. (e) In the event that a Redeeming Partner exercises the Redemption Right, and the Trust or any designee thereof elects to make the payment of the REIT Shares Amount to the Redeeming Partner in accordance with the first sentence of Section 3.8(c), and in the event that the Trust issues to all of its holders of Shares as of a certain record date rights, options, warrants or convertible or exchangeable securities entitling such Shareholders to subscribe for or purchase Shares or any other securities or property (collectively, “Rights”), with the record date for such Rights issuance falling within the period starting on the date that the Trust receives the Notice of Redemption from the Redeeming Partner and ending on the day immediately preceding the date upon which the Trust, or its designee delivers the Shares to the Redeeming Partner in exchange for such Redeeming Partner’s Partnership Interests (the date upon which such exchange occurs being referred to herein as the “Exchange Date”), which Rights will not be distributed before the Exchange Date, then the Trust or its designee shall be required to deliver to the Redeeming Partner in exchange for the Partnership Interest being redeemed under this Section 3.8, in addition to the REIT Shares Amount, and such Rights that the Tendering Redeeming Partner shall contribute would have received if it had been the excess owner of the amount of tax required Shares to be withheld over delivered by the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid Trust to the taxing authorityRedeeming Partner prior to the record date for the issuance of the Rights.

Redemption Rights. A. At any time On or after one year following the date of issuance of fourteen (14) months after the Effective Date, with respect to the Partnership Units acquired on or contemporaneously with the Effective Date, or on or after such later date as expressly provided in an agreement entered into between the Partnership and any OP Units to a Limited Partner, such each Limited Partner shall have the right (subject to the terms and conditions set forth herein herein, including without limitation Section 4.4.B, and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Partnership Units held by such Limited Partner (such OP Partnership Units being hereafter referred to as “Tendered Units”) in exchange return for the Cash Amount (a “Redemption”); provided that the terms of such OP Partnership Units do not provide that such OP Partnership Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Partnership Units, all OP Units, including Class A OP Partnership Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of RedemptionDate. B. Notwithstanding Section 8.6A 8.6.A above, if a Limited Tendering Partner has delivered to the General Partner a Notice of Redemption Redemption, then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its electionelection to redeem the Tendered Units for the Cash Amount or to exchange the Tendered Units for the Shares Amount, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash Cash Amount or REIT Shares Amount by such Tendering Partner. C. . The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.6.E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. C. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Limited Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. D. Notwithstanding anything herein to the contrary (but subject to this Section 8.6E8.6.D), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Partnership Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited General Partner Interests comprised of the same number and class of OP Partnership Units. (2) A Without the consent of the General Partner, each Limited Partner may not effect a Redemption for less than one thousand (1,000) OP 1,000 Partnership Units or, if such the Limited Partner holds less than one thousand (1,000) OP 1,000 Partnership Units, such Partner may effect a Redemption only with respect to all OP of the Partnership Units held by such Limited Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (54) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (65) Each Tendering Partner shall continue to own all OP Partnership Units subject to any Redemption or exchange for REIT Shares, and be treated as a Limited Partner with respect to such OP Partnership Units for all purposes of this Agreement, until such OP Partnership Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Partnership Units. G. E. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B4.3.B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time On or after one year following the date fourteen (14) months after (i) the Effective Date, with respect to the Partnership Units acquired prior to, on or contemporaneously with the Effective Date, (ii) the Option Agreement Effective Date, with respect to the Partnership Units received pursuant to the Option Agreement, (iii) the ROFO Agreement Effective Date, with respect to the Partnership Units received pursuant to the ROFO Agreement, and (iv) the date of issuance of any OP other Partnership Units, in each case, other than Profits Interest Units and except to the extent a different date is expressly provided in an agreement entered into between the Partnership and any Limited Partner, such each Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Partnership Units held by such Limited Partner (such OP Partnership Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that the terms of such OP Partnership Units do not provide that such OP Partnership Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Partnership Units, all OP Units, including Class A OP Common Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemption. B. Notwithstanding Section 8.6A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights except as a stockholder of the General Partner with respect to such Tendering Partner’s OP Unitsprovided below. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time after one year following Subject to Sections 8.6.D and 8.6.H, commencing on the date that is the first anniversary of issuance the first day of any OP Units to the first full calendar month after a Limited Partner’s acquisition of Common Units, any such Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicableherein) to require the Partnership to redeem all or a portion of the OP Common Units held by such Limited Partner (such OP Common Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (calculated as of the Specified Redemption Date) (a “Redemption”); provided provided, that the terms of such OP no Partnership Units do not provide that such OP other than Common Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP under this Agreement unless the terms of such Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Dateprovide. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable delivered as a certified check payable, or wire transfer of immediately available funds, to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of RedemptionDate. B. Notwithstanding Section 8.6A above8.6.A, if a Limited Partner has delivered to the General Partner a Notice of Redemption Redemption, then the General Partner shall deliver a copy of the Notice of Redemption to MGP, and the conflicts committee of the board of directors of MGP may, in its sole and absolute discretion on behalf of MGP (subject to the limitations on ownership and transfer of REIT Shares set forth in the CharterSection 8.6.D), determine to cause MGP to elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (calculated as of the Specified Redemption Date) and, if the General Partner MGP so elects, the Tendering Partner shall sell the Tendered Units to the General Partner MGP in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered UnitsUnits for cash. The General Partner MGP shall promptly give such the Tendering Partner written notice of its electionelection (the “REIT Shares Election”) on or before the close of business on the fifth (5th) Business Day after its receipt of the Notice of Redemption, and the Tendering Partner may elect to withdraw its redemption request at any time prior to before the acceptance close of business on the cash or fifth (5th) Business Day after the Tendering Partner receives the REIT Shares Amount by such Tendering PartnerElection. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicableClass A Shares, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General PartnerMGP LLC Agreement, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Class A Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered Notwithstanding anything to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, contrary in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Class A Shares pursuant to such exchange by such Partner on the Specified Redemption Date could would cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, Person to violate the restrictions on ownership and transfer of REIT Common Shares set forth in the Charter MGP LLC Agreement and (ii) shall have no rights under this Agreement to acquire REIT Common Shares which would otherwise be prohibited under the CharterMGP LLC Agreement. To the extent any attempted Redemption or other exchange for REIT Common Shares would be in violation of this Section 8.6E8.6.D, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Common Shares otherwise issuable upon such exchange. F. E. Notwithstanding anything herein to the contrary in this Agreement (but subject to Section 8.6E8.6.D), with respect to any Redemption or other exchange for REIT Class A Shares pursuant to this Section 8.6: (1) All OP Units acquired by Without the consent of the General Partner pursuant thereto shall automaticallyPartner, and without further action required, be converted into and deemed to be a Limited Partner Interests comprised of may effect the same number and class of OP UnitsRedemption right only one time in each fiscal quarter. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect the Redemption for less than 1,000 Common Units or, if such Limited Partner holds less than 1,000 Common Units, all of the Common Units held by such Limited Partner. (3) Without the consent of the General Partner, no Limited Partner may effect a Redemption during the period after the Partnership Record Date with respect to a distribution by the Partnership and before the record date established by the General Partner MGP for a distribution to its stockholders shareholders of some or all of its portion of such distributiondistribution by the Partnership, provided, that the distribution by MGP occurs within 30 Business Days of the distribution by the Partnership. (54) The consummation of any Redemption or other exchange for REIT Class A Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (65) Each Tendering Partner shall continue to own all OP Common Units subject to any Redemption or other exchange for REIT Class A Shares, and be treated as a Limited Partner with respect to such OP Common Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of is deemed the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance owner of such additional Partnership Interests. H. Notwithstanding any other provision REIT Class A Shares for all purposes, including, without limitation, rights to vote or consent, and receive dividends or distributions, under the terms of this Agreement. F. MGP shall take all actions necessary to effect any registration of REIT Class A Shares under the Securities Act, the General Partner is authorized to take Exchange Act and the securities or “blue sky” laws of any action that it determines to state or other jurisdiction, and appropriate actions ancillary thereto, as may be necessary or appropriate to cause the partnership to comply required in connection with any withholding requirements established under the Code or any other federal, state or local law that apply upon a Redemption or other exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the for REIT Class A Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated promptly as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authoritypracticable.

Redemption Rights. A. At any time after one year following the date of issuance of any OP Units Subject to a Limited PartnerSection 8.4.C, such each Special Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable“Special Limited Partner Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the OP Partnership Units held by such Special Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Redemption Amount (a “Redemption”); provided that to be delivered by the terms of such OP Units do not provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunderPartnership. The Tendering Special Limited Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the General Partner and LXP by the Special Limited Partner who is exercising the Special Limited Partner Redemption Right (the “Special Redeeming Partner”). A Special Limited Partner may not exercise the Redemption Right for fewer than one thousand (1,000) Partnership Units or, if such Special Limited Partner holds fewer than one thousand (1,000) Partnership Units, all of the Partnership Units held by such Special Limited Partner. The Special Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid after the Specified Redemption Date. The Assignee of any Special Limited Partner may exercise the rights of such Special Limited Partner pursuant to this Section 8.4, and such Special 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 Special Limited Partner's Assignee. In connection with any exercise of such rights by such Assignee on behalf of such Special Limited Partner, the Redemption Amount shall be delivered by the Partnership directly to such Assignee and not to such Special Limited Partner. B. Subject to Section 8.4.D, on any Specified Redemption Date, each Additional Limited Partner (other than a Special Limited Partner) shall have the right (the “Tendering Additional Limited Partner Redemption Right”) to require the Partnership to redeem on such Specified Redemption Date, the Partnership Units held by such Additional Limited Partner for the Redemption Amount to be delivered by the Partnership; provided, however, that such Additional Redeeming Partner (as defined below) must redeem a number of Partnership Units equal to at least the lesser of (i) 1,000 Partnership Units, or (ii) all of the Partnership Units held by such Partner. The Additional Limited Partner Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the General Partner and LXP by the Additional Limited Partner who is exercising the redemption right (the “Additional Redeeming Partner”). The Cash Amount Additional Redeeming Partner shall be payable have no right, with respect to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemption. B. Notwithstanding Section 8.6A aboveany Partnership Units so redeemed, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of receive any distributions paid after the Specified Redemption Date) and. The Assignee of any Additional Limited Partner may exercise the rights of such Additional Limited Partner pursuant to this Section 8.4.B, if and such Additional Limited Partner shall be deemed to have assigned such rights to such Assignee and shall be bound by the General Partner so electsexercise of such rights by such Additional Limited Partner's Assignee. In connection with any exercise of such rights by such Assignee on behalf of such Additional Limited Partner, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash Redemption Amount or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Cash Redemption Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in by the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect Partnership directly to such REIT Shares entered into by the Tendering Assignee and not to such Additional Limited Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E)other provision herein, the Tendering Partnership may deliver the Cash Redemption Amount, instead of the Redemption Amount, in connection with any Additional Limited Partner shall be deemed Redemption Right by a Cash Redeeming Limited Partner. C. LXP entered into a Guaranty Agreement with the owner Partnership, pursuant to which LXP guaranteed the obligations of such REIT Shares the Partnership under Section 8.4.A and arranged for all purposesthe delivery, including without limitationif the Partnership is unable, rights to vote or consent, and receive dividends, as of the Redemption Amount on the Specified Redemption Date. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such lienswhereupon LXP or, claims and/or encumbrances exist or arise with respect to such Tendered Unitsif specified by LXP, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Partnership Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption offered for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected redemption by the General Partner, may cause such Special Redeeming Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this AgreementAgreement as the owner of such Partnership Units. Each of the Special Redeeming Partner, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption DateLXP, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4BPartnership, and the General Partner shall make such revisions treat the transaction between LXP and the Special Redeeming Partner as a sale of the Special Redeeming Partner's Partnership Units to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary LXP 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals for federal income tax purposes. Each Special Redeeming Partner agrees to execute such documents as LXP or exceeds the amount General Partner may reasonably require in connection with the issuance of tax required REIT Shares upon exercise of the Special Limited Partner Redemption Right. D. LXP entered into a Guaranty Agreement with the Partnership (and its successors), pursuant to be withheld, which LXP guaranteed the amount withheld shall be treated as an amount received by such Partner in redemption obligations of its Tendered Units. If the Cash Partnership under Section 8.4.B to pay the Redemption Amount or the REIT Shares Cash Redemption Amount, if applicable, on the Specified Redemption Date, whereupon the Partnership shall acquire the Partnership Units offered for redemption by the Additional Redeeming Partners. Each of the Additional Redeeming Partners, LXP, the Partnership, and the General Partner shall treat the transaction between LXP and the Additional Redeeming Partner as a sale of the Additional Redeeming Partner's Partnership Units to LXP or the General Partner, as the case may be, for federal income tax purposes. Each Additional Redeeming Partner agrees to execute such documents as the Partnership may reasonably require in connection with the issuance of REIT Shares upon exercise of the Additional Limited Partner Redemption Right. E. Following the date that at least 50% of the Partnership Units held by the Special Limited Partners immediately following October 12, 1993 have been redeemed in accordance with the provisions of Section 8.4, LXP or the General Partner may require the remaining Special Limited Partners to redeem their Partnership Units for the Redemption Amount to be delivered by the Partnership. The right of LXP or the General Partner under this Section 8.4.E shall be exercised pursuant to a notice delivered to all remaining Special Limited Partners. Such redemption shall be effective on the date specified in the notice, which date shall be at least 30 days after the notice is sent to the Special Limited Partners. At any time that (i) LXP shall be considering a sale of all or substantially all of its assets, or a merger, consolidation, stock issuance, stock redemption or other similar transaction that would result in a change in the beneficial ownership of LXP by 50% or more, or (ii) the Partnership shall be considering a sale of all or substantially all of its assets or a merger, consolidation, or issuance or redemption of partnership interests which would result in a change in the beneficial ownership of the Partnership’s capital or profits of 50% or more, then the General Partner shall have the right to redeem the Partnership Units held by all, but not less than all, of the amount Additional Limited Partners (other than the Special Limited Partners) for the Redemption Amount provided that such redemption is contingent upon the completion of tax such transaction. In such event, the General Partner shall provide notice to the Limited Partners and such Limited Partners shall be required to surrender their Partnership Units for cancellation. The rights of such Additional Limited Partners shall be withheldlimited to the receipt of the Redemption Amount. F. Subject to the limitations imposed by the Securities Act of 1933 and the rules and regulations promulgated thereunder and by the U.S. Securities and Exchange Commission, the Tendering Partner shall not receive Partnership covenants to use its commercially reasonable efforts to cause the registration of any Cash Amount or REIT Shares Amountissued in connection with a redemption in such a manner as is required so that the REIT Shares issued in connection with such redemption are freely transferable. In connection with any REIT Shares delivered to any Additional Limited Partner upon the redemption of Partnership Units held by such Additional Limited Partner, it is intended that such Additional Limited Partner be able to resell publicly such REIT Shares pursuant to the provisions of Rule 144 under the Securities Act of 1933, but without the need to comply with the holding period requirements of Rule 144(d). To the extent that counsel to LXP reasonably determines that resales of any such REIT Shares cannot be made pursuant to the provisions of Rule 144, and without the Tendering Partner shall contribute need to comply with the excess holding period requirements of Rule 144(d), LXP agrees, at its sole cost and expense, if requested by Special Limited Partners representing a majority of the amount Partnership Units (including REIT Shares delivered upon exchange of tax required such Partnership Units) held by such Special Limited Partners, or by Additional Limited Partners representing a majority of the Partnership Units (including REIT Shares delivered upon the exchange of such Partnership Units) held by such class of Additional Limited Partners, to include REIT Shares that may be (or already have been) acquired by any Special Limited Partner or any Additional Limited Partner, as the case may be, in an effective registration statement under the Securities Act of 1933; provided that LXP's obligations to include such REIT Shares in such an effective registration statement shall be conditioned upon Special Limited Partners representing a majority of the Partnership Units (including REIT Shares delivered upon exchange of such Partnership Units) held by such Special Limited Partners or, where applicable, by Additional Limited Partners representing a majority of the Partnership Units (including REIT Shares delivered upon the exchange of such Partnership Units) held by such class of Additional Limited Partners, agreeing to be withheld over the Cash Amount or bound by a customary registration rights agreements to be prepared by LXP. In addition, any Additional Limited Partner whose REIT Shares Amount before are included in such excess taxes are required registration statement must also agree to be paid to bound by the taxing authorityterms and provisions of a registration rights agreement.

Redemption Rights. A. At any time (a) On or after one year following the date 12 months after the date of the initial issuance of any the OP Units to a Limited PartnerUnits, such each Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that ) unless the terms of such OP Units do not or a separate agreement entered into between the Partnership and the holder of such OP Units provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement Redemption or in provide for a separate agreement entered into between the Partnership and the holders of shorter or longer period before such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a Holder may exercise such right of Redemption hereunderor impose conditions on the exercise of such right of Redemption. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of on the Specified Redemption Date in accordance with the instructions set forth in the Notice of RedemptionDate. B. (b) Notwithstanding Section 8.6A 8.06(a) above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion discretion, (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), ) elect to assume and satisfy the Partnership’s Redemption obligation and acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and election on or before the Tendering Partner may elect to withdraw close of business on the fifth Business Day after the its redemption request at any time prior to the acceptance receipt of the cash or REIT Shares Amount by such Tendering PartnerNotice of Redemption. C. (c) The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable Class A REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, Charter or the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such Class A REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.06(e)), the Tendering Partner shall be deemed the owner of such Class A REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the Class A REIT Shares for which the Partnership Units might be exchanged shall also bear the legend set forth in the Charter. D. (d) Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Limited Partner shall assume and pay such transfer tax. E. (e) Notwithstanding the provisions of Section 8.6ASections 8.06(a), 8.6B8.06(b), 8.6C 8.06(c) or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for Class A REIT Shares to the extent the ownership or right to acquire Class A REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, Person to violate the restrictions on ownership and transfer of Class A REIT Shares set forth in the Charter of the General Partner and (ii) shall have no rights under this Agreement to acquire Class A REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for Class A REIT Shares would be in violation of this Section 8.6E8.06(e), it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the Class A REIT Shares otherwise issuable upon such exchange. F. (f) Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.06(e)), with respect to any Redemption or exchange for Class A REIT Shares pursuant to this Section 8.6: 8.06: (1i) All each Series 60 OP Unit, Series 250 OP Unit, or Series ES OP Unit acquired by the General Partner pursuant thereto shall automatically and without further action required, be converted into a Series PR OP Units, on a one-to-one basis; (ii) a portion of the OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be General Partner Interests and all other OP Units shall be deemed to be Limited Partner Interests comprised and held by the General Partner in its capacity as a Limited Partner in the Partnership such that, immediately after such Redemption, the requirements of Section 4.01(b) continue to be met; (iii) without the consent of the same number and class General Partner, each Limited Partner may effect a Redemption only one time in each fiscal quarter; (iv) without the consent of OP Units. (2) A the General Partner, each Limited Partner may not effect a Redemption for less than one thousand (1,000) 1,000 OP Units or, if such the Limited Partner holds less than one thousand (1,000) 1,000 OP Units, such Partner may effect a Redemption only with respect to all of the OP Units held by such Limited Partner. ; (3v) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without without the consent of the General Partner, a each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. ; (5vi) The the consummation of any Redemption or exchange for Class A REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. ; and (6vii) Each each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for Class A REIT Shares, and be treated as a Limited Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. (g) In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B4.04, the General Partner shall make such revisions to this Section 8.6 8.06 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time after one year following the date of issuance of any OP Units to a Limited Partner, such Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that the terms of such OP Units do not provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units, Class I OP Units, Class T2 OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemption. B. Notwithstanding Section 8.6A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. (7) The General Partner shall be entitled to impose restrictions on the amount of and manner in which OP Units are Redeemed or exchanged pursuant to this Section 8.6 to the extent the General Partner determines, in its sole and absolute discretion, such restrictions are necessary or advisable to reduce any risk of the OP Units being treated as “traded on an established securities market” or “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time after one year following Subject to and in accordance with the date provisions of issuance of any OP Units to a Limited Partnerthis Section 3.8, such Limited each Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicablea “Redemption Right”) to require request that the Partnership to redeem for cash at the Current Unit Value in the case of Units, or at the Current Participation Interest Value in the case of a Participation Interest, all or a portion of the OP Units or Participation Interest held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount by delivering a notice (a “Notice of Redemption”); provided ) to the Partnership and the Managing General Partner specifying the number of Units or the portion of the Participation Interest held by such Partner (a “Redeeming Partner”) that it requests to be redeemed at any time within the last 45 days of any calendar year ending after the later of (i) the last day of the Initial Investment Period and (ii) the first anniversary of the date such Partner acquired the Units or such portion of its Participation Interest that it seeks to redeem. If, and beginning with the first day of the first taxable year in which, the Partnership no longer qualifies for the Private Placement PTP Exemption, the Redemption Right shall comply with the requirements of Regulations Section 1.7704-1(f) and shall be construed and administered in accordance therewith. The Managing General Partner may modify the Redemption Right from time to time in its discretion to ensure that the terms of the Redemption Right comply and continue to comply with such OP requirements. If a Partner requests a redemption pursuant to the first sentence of this Section 3.8 (a “Liquidating Redemption”), the Managing General Partner shall use its reasonable best efforts to redeem the number of Units do not provide that or the portion of the Participation Interest specified in the Notice of Redemption for cash at the Current Unit Value in the case of Units, or at the Current Participation Interest Value in the case of a Participation Interest, on or before the last day of the calendar year following the year in which such OP Notice of Redemption was delivered, subject to the following: (a) In no event shall the Partnership be required to redeem for cash in any calendar year Partnership Units and Participation Interests which, when taken together with all interests in US Core Trust and US Core Properties which Fund Investors having interests therein are not seeking to redeem pursuant to corresponding redemption rights under the Constituent Documents of such Entities, exceed, in the aggregate, 10% of the total equity capitalization of the Partnership, US Core Trust and US Core Properties (calculated without duplication of equity held directly or indirectly in any such Entity by any other such Entity) as of the first day of such calendar year. If, for any calendar year, Partners and such Fund Investors request such liquidating redemptions in excess of such 10% limit, then each Partner entitled to a right of Redemption. Unless otherwise expressly provided participate in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, redemption shall be entitled to redeem its pro rata share of the total equity in the Partnership, US Core Trust and US Core Properties requested to be redeemed in such calendar year based on the amount of such equity requested to be redeemed in each such Fund Investor’s Notice of Redemption. (b) If more than one Fund Investor submits a right request for a Liquidating Redemption in a calendar year, then funds available to effect such redemptions shall be applied pro rata to the redemption of the interests in the Partnership, US Core Trust and/or US Core Properties subject to each such Fund Investor’s Notice of Redemption, based on such Fund Investor’s share of the total equity in such Entities. (c) In no event will any Units or Participation Interests (or interests in US Core Trust or US Core Properties) be redeemed pursuant to a Liquidating Redemption hereunder. The Tendering to the extent that (i) the Managing General Partner determines in good faith that such redemption would be inconsistent with the best interests of the Partnership or any Operating Entity, (ii) such redemption would result in any REIT in which the Partnership has a direct or indirect interest ceasing to be a “domestically controlled REIT” as defined in Section 897(h)(4) of the Code or would violate or result in a violation of the Constituent Documents of any Operating Company in which the Partnership has a direct or indirect interest, or (iii) the Partnership is unable to raise or acquire sufficient funds to make such Liquidating Redemption on terms acceptable to the Partnership, as determined by the Managing General Partner in good faith. (d) If, and beginning with the first day of the first taxable year in which, the Partnership no longer qualifies for the Private Placement PTP Exemption: (i) A Partner shall have no rightbe entitled to exercise the Redemption Right only if (x) the redemption or purchase of the Partner’s Units and/or Participation Interest would constitute a Private Transfer or (y) the Percentage Interest attributable to the Units and Participation Interest to be redeemed, when aggregated with other Transfers of Partnership Interests within the same taxable year of the Partnership (but not including Private Transfers), would constitute a Percentage Interest of ten percent (10%) or less in the Partnership. (ii) The Managing General Partner may establish such policies and procedures as it may deem necessary or desirable in its discretion, including imposing limitations on the number of Units and portion of Participation Interest with respect to which the Redemption Right may be exercised during any OP Units so redeemedperiod of time shorter than a calendar year (and causing similar limitations to be imposed with respect to redemptions of interests in US Core Trust and US Core Properties) and establishing procedures to allocate the ability to exercise the Redemption Right among the Partners (and causing similar procedures to be established with respect to US Core Trust and US Core Properties). (iii) The restrictions set forth in subparagraphs (i) and (ii) of this Section 3.8(d) shall continue in effect until such time as the Partnership is no longer potentially subject to classification as a publicly traded partnership, as defined in Code Section 7704, in the absence of such restrictions, as determined by the Managing General Partner in its discretion. The restrictions set forth in such clauses (i) and (ii), together with the restrictions on the Transfer of Partnership Interests set forth in Section 10.5(b)(ii), are intended to receive any distributions paid on or after limit transfers of interests in the Specified Redemption Date. Any Redemption Partnership in such a manner as to permit the Partnership to qualify for the safe harbors from treatment as a publicly traded partnership set forth in Treasury Regulations Sections 1.7704-1(d), (e), (f) and (j) and shall be exercised pursuant construed and administered in accordance therewith. The Managing General Partner may modify the restrictions set forth in such clauses (i) and (ii), and the provisions of Section 10.5(c), from time to time in its discretion to ensure that the Partnership complies and continues to comply with the requirements of the Code and Regulations described above. (e) Each Notice of Redemption requesting a Liquidating Redemption will expire and be of no further force or effect as of the last day of the calendar year following the year in which such Notice of Redemption was delivered. A Partner (or other Fund Investor) will be entitled to participate in Liquidating Redemptions in any given calendar year only to the extent of the Units and the portion of the Participation Interest (or other interest in the Fund) subject to a Notice of Redemption delivered to requesting a Liquidating Redemption within the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) last forty-five days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemptionpreceding calendar year. B. Notwithstanding Section 8.6A above, if a (f) A Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect exercise a Redemption Right if it prejudices or affects the continuity of the Partnership for cash or purposes of Code Section 708. Prior to any such redemption, the Managing General Partner may require an exchange for REIT Shares opinion of counsel, which counsel and opinion shall be satisfactory to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the Managing General Partner, may to the effect that such redemption will not cause adverse tax consequences to the non-redeeming Partners, and such Limited Partner or any other Person, to violate exercising the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, it Right shall be null and void ab initio and responsible for paying said counsel’s fee for such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchangeopinion. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time after one year following the date of issuance of any OP Units to a Limited Partner, such (a) Each Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that ) unless the terms of such OP Units do not or a separate agreement entered into between the Partnership and the holder of such OP Units provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of on the Specified Redemption Date in accordance with Date; provided, however, that the instructions set forth in Partnership shall be entitled to offset against, and deduct from, the Notice Cash Amount that is payable to the Tendering Partner any amounts payable under or owed by the Tendering Partner pursuant to any security deposit indemnity agreement between the Tendering Partner and the Partnership or any of Redemptionits Affiliates. B. (b) Notwithstanding Section 8.6A above8.6(a), if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion discretion, (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), ) elect to satisfy the Redemption obligation and acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount; provided, however, that the Partnership shall be entitled to offset against, and deduct from, the REIT Shares Amount a number of REIT Shares having a Fair Market Value equal to any amounts payable under or owed by the Tendering Partner pursuant to any security deposit indemnity agreement between the Tendering Partner and the Partnership or any of its Affiliates. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its electionelection on or before the close of business on the fifth Business Day after its receipt of the Notice of Redemption, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. If the REIT Shares are proposed to be sold by the Tendering Partner or its permitted assigns pursuant to a registration statement filed by the General Partner pursuant to a registration rights agreement between the Tendering Partner and the General Partner, the Specified Redemption Date for purposes of this Section 8.6(b) shall be the date or dates the Tendering Partner or its permitted assigns reasonably requests from time to time. C. (c) The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restrictionrestriction (including any lien, encumbrance or restriction existing under any security deposit indemnity agreement between the Tendering Partner and the Partnership or any of its Affiliates), other than those provided in the Charter, Charter or the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Such REIT Shares shall also bear any legend set forth in the Charter. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.6(e), ) the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. (d) Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event if any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Limited Partner shall assume and pay such transfer tax. E. (e) Notwithstanding the provisions of Section 8.6A8.6(a), 8.6B, 8.6C Section 8.6(b) and Section 8.6(c) or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, Person to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which if such acquisition would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, 8.6(e) it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. (f) Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.6(e)), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: : (1i) All all OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited General Partner Interests comprised of the same number and class of OP Units. ; (2ii) A except as provided in Section 8.6(g), without the consent of the General Partner, each Limited Partner may effect a Redemption only one time in each fiscal quarter; (iii) without the consent of the General Partner, each Limited Partner may not effect a Redemption (A) for less than one thousand (1,000) 1,000 OP Units or, or (B) if such the Limited Partner holds less than one thousand (1,000) 1,000 OP Units or such Redemption would otherwise cause the Limited Partner to hold less than 1,000 OP Units, such Partner may effect a Redemption only with respect to all of the OP Units held by such Limited Partner. ; (3iv) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without without the consent of the General Partner, a no Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. ; (5v) The the consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. ; (6vi) Each each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Limited Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP UnitsUnits and (vii) the Tendering Partner shall be required to enter into an agreement, in form and substance satisfactory to the General Partner in its sole discretion, not to offer or sell any REIT Shares held by such Tendering Partner for a period of at least 180 days after the Effective Date. G. In (g) Nothing herein (including the event limitation set forth in Section 8.6(f)(ii)) shall prohibit the General Partner from, in its sole and absolute discretion, acquiring OP Units that have not been tendered for Redemption pursuant to Section 8.6(a) and exchanging such OP Units for REIT Shares, including as it deems necessary to comply with any obligations it may have under any applicable registration rights agreement with any Partner. If the General Partner breaches its obligations pursuant to any applicable registration rights agreement with any Partner in connection with such Partner’s exercise of its registration rights under such agreement: (i) such Partner shall have the right to require the Partnership issues additional Partnership Interests to any Additional Limited redeem all or a portion of the OP Units held by such Partner pursuant to Section 4.4B8.6(a) without regard to the limitation set forth in Section 8.6(f)(ii); provided, that the remaining provisions of this Article 8 (including Section 8.6(b) and Section 8.6(e)) shall apply in connection with any such redemption; and (ii) the Specified Redemption Date shall be the date on which the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is was required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or deliver the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid pursuant to the taxing authorityapplicable registration rights agreement.

Redemption Rights. A. At any time (a) On or after one year following the date twelve (12) months after the date of the initial issuance of any the OP Units to a Limited PartnerUnits, such each Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that ) unless the terms of such OP Units do not or a separate agreement entered into between the Partnership and the holder of such OP Units provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement Redemption or in provide for a separate agreement entered into between the Partnership and the holders of shorter or longer period before such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a Holder may exercise such right of Redemption hereunderor impose conditions on the exercise of such right of Redemption. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner and SFTY by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of on the Specified Redemption Date in accordance with the instructions set forth in the Notice of RedemptionDate. B. (b) Notwithstanding Section 8.6A 8.6(a) above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner SFTY may, in its sole and absolute discretion discretion, (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), ) elect to assume and satisfy the Partnership’s Redemption obligation and acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner SFTY so elects, the Tendering Partner shall sell the Tendered Units to the General Partner SFTY in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner SFTY shall promptly give such Tendering Partner written notice of its election, and election on or before the Tendering Partner may elect to withdraw close of business on the fifth Business Day after the its redemption request at any time prior to the acceptance receipt of the cash or REIT Shares Amount by such Tendering PartnerNotice of Redemption. C. (c) The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, Charter or the Bylaws of the General PartnerSFTY, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.6(e)), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the REIT Shares for which the Partnership Units might be exchanged shall also bear the legend set forth in the Charter. D. (d) Each Limited Partner covenants and agrees with the General Partner and SFTY that all Tendered Units shall be delivered to the General Partner or SFTY, as applicable, free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner or SFTY, as applicable, shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner or SFTY, as applicable, (or its their designee), such Limited Partner shall assume and pay such transfer tax. E. (e) Notwithstanding the provisions of Section 8.6ASections 8.6(a), 8.6B8.6(b), 8.6C 8.6(c) or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, Person to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter of SFTY and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E8.6(e), it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. (f) Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.6(e)), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: : (1i) All a portion of the OP Units acquired by the General Partner or SFTY, as applicable, pursuant thereto shall automatically, and without further action required, be converted into and deemed to be General Partner Interests and all other OP Units shall be deemed to be Limited Partner Interests comprised and held by SFTY in its capacity as a Limited Partner in the Partnership such that, immediately after such Redemption, the requirements of Section 4.1(b) continue to be met; (ii) without the consent of the same number and class General Partner, each Limited Partner may effect a Redemption only one time in each fiscal quarter; (iii) without the consent of OP Units. (2) A the General Partner, each Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such the Limited Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all of the OP Units held by such Limited Partner. ; (3iv) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without without the consent of the General Partner, a each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. ; (5v) The the consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. ; and (6vi) Each each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Limited Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner or SFTY, as applicable, and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner SFTY with respect to such Tendering Partner’s OP Units. G. (g) In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B4.4, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time after one year following the date of issuance of any OP Units to a Limited Partner, such Limited Partner (a) The Corporation shall have the right at any time after the fifth anniversary of the Original Issue Date (the “Redemption Date”) to call and redeem all (but not less than all) of the outstanding shares of Series F Preferred Stock at a price of $10,000 per share, plus any authorized, declared and unpaid dividends thereon, without accumulation of any undeclared dividends, through the Redemption Date (the “Redemption Price”). Redemption of the Series F Preferred Stock is subject to receipt by the terms and conditions set forth herein and in Corporation of any required prior approvals from the Board of Governors of the Federal Reserve System or any other such agreementregulatory authority. (b) Not less than 30 days nor more than 60 days prior to the Redemption Date, as applicable) to require written notice (the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered UnitsRedemption Notice”) in exchange for the Cash Amount (a “Redemption”); provided that the terms of such OP Units do not provide that such OP Units are not entitled shall be mailed, first class postage prepaid, to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Unitsthe shares of the Series F Preferred Stock at their address last shown on the records of the Corporation. The Redemption Notice shall state: (i) the number of shares being redeemed; (ii) what the Redemption Date and Redemption Price are; (iii) that the holders’ voluntary Conversion Rights (as defined in paragraph 3) shall terminate; and (iv) that each holder is to surrender to the Corporation, all OP Unitsin the manner and at the place designated, including Class A OP Units and Class T OP Unitsthe certificates representing the shares of Series F Preferred Stock to be redeemed. (c) On or before the Redemption Date, the holders of shares of Series F Preferred Stock being redeemed, unless a holder has exercised his or her right to convert the shares as provided in paragraph 3 hereof, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on surrender the certificate or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered certificates representing such shares to the General Partner by Corporation, in the Limited Partner who is exercising manner and at the right (place designated in the “Tendering Partner”). The Cash Amount Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the Tendering Partner within ten (10) days order of the Specified person whose name appears on such certificate or certificates as the owner thereof. (d) If the Redemption Notice shall have been duly given, and if on or before the Redemption Date in accordance with the instructions Redemption Price has been set forth in aside by the Notice Corporation, then all shares of Redemption. B. Notwithstanding Section 8.6A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner Series F Preferred Stock shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicablelonger be outstanding, shall be delivered as duly authorized, validly issued, fully paid cancelled and nonassessable REIT Shares and, if applicable, free of retired and shall cease to exist. Each certificate formerly representing any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws shares of the General Partner, Series F Preferred Stock shall thereafter represent only the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on receive the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchangePrice. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time after one year following the date of issuance of any OP Units to a Limited Partner, such A Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicableherein) to require the Partnership to redeem all or a portion of the OP Common Units which have been held by such Limited Partner for at least 12 months (such OP Common Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that the terms of such OP no Partnership Units do not provide that such OP other than Common Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP under this Agreement unless the terms of such Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Dateprovide. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be delivered as a certified check payable to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of RedemptionDate. B. Notwithstanding Section 8.6A above8.6A, if a Limited Partner has delivered to the General Partner a Notice of Redemption Redemption, then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the CharterSection 8.6D), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (calculated as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered UnitsUnits for cash. The General Partner Company shall promptly give such Tendering Partner written notice of its electionelection (the “REIT Shares Election”) on or before the close of business on the fifth (5th) Business Day after its receipt of the Notice of Redemption, and the Tendering Partner may elect to withdraw its redemption request at any time prior to before the acceptance close of business on the cash or fifth (5th) Business Day after the Tendering Partner receives the REIT Shares Amount by such Tendering PartnerElection. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicableClass A Common Shares, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Class A Common Shares entered into by the Tendering Partner. Notwithstanding Subject to Section 8.6G, notwithstanding any delay in such delivery (but subject to Section 8.6E8.6G), the Tendering Partner shall be deemed the owner of such REIT Class A Common Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, unless the Tendering Partner shall have no rights as a stockholder of the General Partner elects to withdraw its redemption request in accordance with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.8.6B.

Redemption Rights. A. At any time Beginning after one the first year following anniversary of the date Effective Date and ending on the ninth anniversary of issuance of any OP Units to a Limited Partnerthe Effective Date, such Limited Partner each Non-Managing Member shall have the right (the “Redemption Right”) (subject to the terms and conditions set forth herein and in any other such agreement, as applicableherein) to require the Partnership Company to redeem all or a portion of the OP Non-Managing Member Units held by such Limited Partner Non-Managing Member (all such OP Non-Managing Member Units being hereafter referred to as called “Tendered Units”) in exchange for the Cash Amount (a “the ”Redemption”); provided provided, however, that at the terms election of such OP Units do not provide that such OP Units are not entitled and in the sole and absolute discretion of the Managing Member, the Managing Member may elect to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between assume the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, Company’s obligation with respect to any OP Units so redeemedthe Redemption (though such assumption shall not relieve the Company from such obligation in the event the Managing Member fails to fulfill such obligation) and, at the election of and in the sole and absolute discretion of the Managing Member, to receive any distributions paid satisfy the Redemption by paying (i) either the Cash Amount or (ii) a number of REIT Shares equal to the REIT Shares Amount payable on or after the Specified Redemption Date. Notwithstanding the foregoing, a third party lender that has acquired a Membership Interest upon the foreclosure of debt secured by such Membership Interest in accordance with Section 11.3.A hereof shall have the right to tender such Non-Managing Member Units for Redemption (subject to the terms and conditions set forth herein) and require the Company to acquire all of those Non-Managing Member Units which were acquired by such lender pursuant to such foreclosure and which were issued by the Company at least one year prior to the related Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner Company by the Limited Partner who is Non-Managing Member exercising the right Redemption Right (the “Tendering PartnerParty”). The Cash Amount shall be payable to On the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemption. B. Notwithstanding Section 8.6A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner Party shall sell the Tendered Units to the General Partner Company or the Managing Member, as the case may be, in exchange for accordance with this Section 8.6.A. Any Tendered Units assumed by the Managing Member pursuant to this Section 8.6.A shall be held by the Managing Member as Managing Member Units with all the rights and preferences relating thereto as provided in this Agreement. The Tendering Party shall submit (i) such information, certification or affidavit as the Company may reasonably require in connection with the Ownership Limit and (ii) in the event the REIT Shares Amountissuable upon such Redemption are not registered for resale under the Securities Act, such written representations, investment letters, legal opinions or other instruments necessary, in the Company’s view, to effect compliance with the Securities Act. In such eventIf a Cash Amount is to be delivered upon the Redemption, the Tendering Partner Cash Amount shall have no right be delivered as a certified check payable to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner Party or, in the Company’s or Managing Member’s sole discretion, as the case may elect be, in immediately available funds. If REIT Shares are to withdraw its redemption request at any time prior to be delivered upon the acceptance of Redemption, the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered by the Managing Member as duly authorized, validly issued, fully paid and nonassessable REIT Shares (and, if applicable, Rights), free of any pledge, lien, encumbrance or restriction, other than those the Ownership Limit, and other restrictions provided in the Charter, Charter or the Bylaws of the General Partner, Managing Member in the event the REIT Shares issuable upon such Redemption are not registered for resale under the Securities Act, the Securities Act and relevant state securities or “blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the sky” laws. The Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E), the Tendering Partner Party shall be deemed the owner of such REIT Shares and Rights for all purposes, including including, without limitation, rights to vote or consent, and receive dividends, and exercise rights, as of the Specified Redemption Date. D. Each Limited Partner covenants and agrees with . REIT Shares issued upon an acquisition of the General Partner that all Tendered Units shall be delivered by the Managing Member pursuant to this Section 8.6.A may contain such legends regarding restrictions on Transfer or ownership to protect the General Partner free Managing Member’s tax status as a REIT and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any the REIT Shares issuable upon such Redemption are not registered for resale under the Securities Act, restrictions under the Securities Act and applicable state securities laws as the Managing Member in good faith determines to be necessary or local property transfer tax is payable as a result of the transfer of its Tendered Units advisable in order to the General Partner (or its designee), ensure compliance with such Partner shall assume and pay such transfer taxlaws. E. B. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership 8.6.A hereof and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E)contrary, with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.68.6.A: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Hxxx Sxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended. (62) Each Tendering Partner Party shall continue to own all OP LLC Units subject to any Redemption or exchange for REIT SharesRedemption, and be treated as a Partner Member with respect to such OP LLC Units for all purposes of this Agreement, until such OP LLC Units are transferred Transferred to the General Partner Company or the Managing Member, as the case may be, and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder Date and an acquisition of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested Units by the General Partner is a form acceptable to the General Partner. If the Partnership Company or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares AmountManaging Member, as the case may be, equals pursuant to Section 8.6.A hereof, the Tendering Party shall have no rights as a shareholder of the Managing Member with respect to the REIT Shares issuable in connection with such acquisition. (3) No Non-Managing Member or exceeds any Substituted Member of a Non-Managing Member shall have any right to redeem (whether for the REIT Shares Amount or the Cash Amount) any Excess LLC Units held by such Non-Managing Member and the Managing Member shall have no obligation to acquire Excess LLC Units, whether for the REIT Shares Amount or the Cash Amount. (4) Each Non-Managing Member may not exercise the Redemption Rights pursuant to Section 8.6.A hereof more than one (1) time during any calendar quarter. In determining whether such limit has been reached during any calendar year, it is understood and agreed that the exercise of the Redemption Rights by any Assignee of a Non-Managing Member or Substituted Member shall be counted for all purposes as the exercise of such Redemption Rights by such Non-Managing Member or Substituted Member assignor. Notwithstanding the foregoing, each Non-Managing Member may exercise the Redemption Rights after the receipt of a notice of a Liquidating Event. (5) No Tendering Party may exercise the Redemption Rights pursuant to Section 8.6.A as to fewer than five hundred Non-Managing Member Units and all such exercises shall be in one hundred Non-Managing Member Units increments (in each case unless such Non-Managing Member Units constitute all of the Non-Managing Member Units held by such Tendering Party). C. In connection with an exercise of Redemption Rights pursuant to this Section 8.6, the Tendering Party shall submit the following to the Company, in addition to the Notice of Redemption: (1) Any information reasonably required by the Managing Member in order to allow it to determine (a) the actual and Constructive Ownership, as determined for purposes of Code Sections 856(a)(6), 856(h), 856(d)(2)(b) and 856(d)(5), of REIT Shares by (i) such Tendering Party and (ii) any Related Party and (b) that, after giving effect to the Redemption, neither the Tendering Party nor any Related Party will have actual, Beneficial Ownership or Constructive Ownership of a number of REIT Shares that is in excess of the Ownership Limit; (2) 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 Redemption Date; and (3) An undertaking to certify, at and as a condition to the closing of the Redemption that either (a) the actual, Beneficial Ownership and Constructive Ownership of REIT Shares by the Tendering Party and any Related Party remain unchanged from that disclosed pursuant to Section 8.6.C(1) or (b) after giving effect to the Redemption, neither the Tendering Party nor any Related Party shall have actual, Beneficial Ownership or Constructive Ownership of a number of REIT Shares that is in violation of the Ownership Limit. D. The number of LLC Units outstanding on the date of a distribution pursuant to Section 5.6.A(3) (the “Reduction Distribution”) will be reduced on the date of the distribution (the “Reduction Date”) by a number of LLC Units (the “Reduction Units”) which is the product of (i) the total number of LLC Units issued and outstanding as of the Effective Date and (ii) a fraction the numerator of which is the amount of tax required the Distribution Proceeds with respect to such Real Property distributed pursuant to the Reduction Distribution and the denominator of which is the Initial Value of all Property contributed to the Company as of the Effective Date. The LLC Units of each Member will be withheldreduced by an amount of Reduction Units equal to the product of the Reduction Units and a fraction, the numerator of which is the amount withheld shall be treated as an amount of Disposition Proceeds received by such Partner in redemption Member pursuant to Section 5.6.A(3) and the denominator of its Tendered Unitswhich is the Distribution Proceeds distributed pursuant to Section 5.6.A(3) to all Members. If With respect to each Reduction Date, Reduction Units shall be determined on a Real Property by Real Property basis. To reflect the Cash Amount foregoing reduction, Exhibit A shall be amended to reflect the reduction and with respect to any Reduction Units evidenced by a certificate, each Member shall return to the Managing Member such certificate which will be canceled and a new certificate evidencing the reduced number of Managing Member Units or the REIT Shares AmountNon-Managing Member Units which were evidenced by such certificate, as applicable, shall be immediately issued to such Member by the case may beManaging Member on behalf of the Company. In the event the number of outstanding Non-Managing Member Units held by a Non-Managing Member or Assignee is reduced (pursuant to this Section 8.6.D or otherwise) to zero, is less such Non-Managing Member or Assignee shall cease to have an interest in the Company (other than the amount right to receive final distributions and allocations resulting from the liquidation of tax required their interest). E. If any Member’s LLC Unit is redeemed or reduced pursuant to be withheldthis Section 8.6 (whether pursuant to the exercise of Redemption Rights or pursuant to Section 8.6D), the Tendering Partner shall not receive any Cash Amount or REIT Shares Amountthen Net Income, Net Loss, each item thereof and all other items of income, gain, loss, deduction, and credit allocable among Members and Assignees for such Fiscal Year shall be allocated among the Tendering Partner shall contribute Members by taking into account the excess varying interests during the Fiscal Year in accordance with Code Section 706(d) using the “interim closing of the amount books” method or another permissible method selected by the Managing Member with the consent of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authorityNon-Managing Member.

Redemption Rights. A. At any time (a) On or after the date that is (i) with respect to a Limited Partner that is a MissionPoint Party (as defined in the Registration Rights Agreement), 180 days following the completion of the Parent’s initial public offering of Parent Shares and (ii) with respect to a Limited Partner that is not a MissionPoint Party, one year following the date completion of issuance the Parent’s initial public offering of any Parent Shares, with respect to the OP Units to a Limited Partner(including any LTIP Units that are converted into OP Units) acquired on the Effective Date, such each Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require cause the Partnership to redeem purchase all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that ) unless the terms of such OP Units do not or a separate agreement entered into between the Partnership and the holder of such OP Units provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of on the Specified Redemption Date in accordance with the instructions set forth in the Notice of RedemptionDate. B. (b) Notwithstanding Section 8.6A 8.06(a) above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner Parent may, in its sole and absolute discretion discretion, (subject to the limitations on ownership and transfer of REIT Parent Shares set forth in the Charter), ) elect to assume and satisfy the Partnership’s Redemption obligation and acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Parent Shares Amount (as of the Specified Redemption Date) and, if the General Partner Parent so elects, the Tendering Partner shall sell the Tendered Units to the General Partner Parent in exchange for the REIT Parent Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner Parent shall promptly give such Tendering Partner written notice of its election, and election on or before the Tendering Partner may elect to withdraw close of business on the fifth Business Day after the its redemption request at any time prior to the acceptance receipt of the cash or REIT Shares Amount by such Tendering PartnerNotice of Redemption. C. (c) The REIT Parent Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Parent Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, Charter or the Bylaws of the General PartnerParent, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Parent Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.06(e)), the Tendering Partner shall be deemed the owner of such REIT Parent Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the Parent Shares for which the Partnership Units might be exchanged shall also bear such restrictive legends that the Parent determines are appropriate to mark transfer, ownership or other restrictions and limitations applicable to the Parent Shares. D. (d) Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner Parent free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner Parent shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner Parent (or its designee), such Limited Partner shall assume and pay such transfer tax. E. (e) Notwithstanding the provisions of Section 8.6A8.06(a), 8.6B8.06(b), 8.6C 8.06(c) or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Parent Shares to the extent the ownership or right to acquire REIT Parent Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, Person to violate the restrictions on ownership and transfer of REIT Parent Shares set forth in the Charter of the General Partner and (ii) shall have no rights under this Agreement to acquire REIT Parent Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Parent Shares would be in violation of this Section 8.6E8.06(e), it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Parent Shares otherwise issuable upon such exchange. F. (f) Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.06(e)), with respect to any Redemption or exchange for REIT Parent Shares pursuant to this Section 8.6: 8.06: (1i) All a portion of the OP Units acquired by the General Partner Parent pursuant thereto and any and all future issuances shall automatically, and without further action required, be converted into and deemed to be General Partner Interests and all other OP Units shall be deemed to be Limited Partner Interests comprised and held by the Parent in its capacity as a Limited Partner in the Partnership such that, immediately after such Redemption, the requirements of Section 4.01(b) continue to be met; (ii) without the consent of the same number and class General Partner, each Limited Partner may effect a Redemption only one time in each fiscal quarter; (iii) without the consent of OP Units. (2) A the General Partner, each Limited Partner may not effect a Redemption for less than one thousand (1,000) 1,000 OP Units or, if such the Limited Partner holds less than one thousand (1,000) 1,000 OP Units, such Partner may effect a Redemption only with respect to all of the OP Units held by such Limited Partner. ; (3iv) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without without the consent of the General Partner, a each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner Parent for a distribution to its stockholders of some or all of its portion of such distribution. ; (5v) The the consummation of any Redemption or exchange for REIT Parent Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. ; and (6vi) Each each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Parent Shares, and be treated as a Limited Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner Parent and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner Parent with respect to such Tendering Partner’s OP Units. G. (g) In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B4.04, the General Partner shall make such revisions to this Section 8.6 8.06 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. Notwithstanding (h) The Assignee of any other provision Limited Partner may exercise the rights of such Limited Partner pursuant to this AgreementSection 8.06, the General and such Limited Partner is authorized shall be deemed to take any action that it determines have assigned such rights to such Assignee and shall 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested bound by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange exercise of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received such rights by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authorityAssignee.

Redemption Rights. A. At any time Except as otherwise agreed by the Partners: (a) On or after one year following the date that is 12 months after the date of the issuance of any OP Units by the Partnership to a Limited PartnerPartner (other than the Parent), such Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the such OP Units that have been held by such Limited Partner for at least 12 months (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that , from time to time, unless the terms of such OP Units do not or a separate agreement entered into between the Partnership and such Limited Partner with respect to such OP Units provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement Redemption or in provide for a separate agreement entered into between the Partnership and the holders of shorter or longer period before such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a Limited Partner may exercise such right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid or impose conditions on or after the Specified Redemption Dateexercise of such right of Redemption. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of on the Specified Redemption Date in accordance Date. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the instructions set forth in the Notice of RedemptionSpecified Redemption Date. B. (b) Notwithstanding Section 8.6A 8.06(a) above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion Parent (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter)Charter and subject to the terms and conditions herein and in any other agreement, as applicable) may elect to assume and satisfy the Partnership’s Redemption obligation and acquire some or all of the Tendered Units from the Tendering Partner in exchange for the Common REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner Parent (subject to the terms and conditions of any other agreement) so elects, the Tendering Partner shall sell the Tendered Units to the General Partner Parent in exchange for the Common REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner Parent shall promptly give such Tendering Partner written notice of its election, and election on or before the Tendering Partner may elect to withdraw close of business on the fifth Business Day after its redemption request at any time prior to the acceptance receipt of the cash or REIT Shares Amount by such Tendering PartnerNotice of Redemption. C. (c) The Common REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable Common REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, Charter or the Bylaws of the General PartnerParent, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such Common REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.06(e)), the Tendering Partner shall be deemed the owner of such Common REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the Common REIT Shares for which the Partnership Units might be exchanged shall also bear the legend set forth in the Charter. D. (d) Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Limited Partner shall assume and pay such transfer tax. E. (e) Notwithstanding the provisions of Section 8.6ASections 8.06(a), 8.6B, 8.6C 8.06(b) or 8.06(c) or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for Common REIT Shares to the extent the ownership or right to acquire Common REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, Person to violate the restrictions on ownership and transfer of Common REIT Shares set forth in the Charter of the Parent and (ii) shall have no rights under this Agreement to acquire Common REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for Common REIT Shares would be in violation of this Section 8.6E8.06(e), it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the Common REIT Shares otherwise issuable upon such exchange. F. (f) Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.06(e)), with respect to any Redemption or exchange for Common REIT Shares pursuant to this Section 8.6: 8.06: (1i) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, each Limited Partner may effect a Redemption only one time in each fiscal quarter; (ii) without the consent of the General Partner, each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. ; (5iii) The the consummation of any Redemption or exchange for Common REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. ; and (6iv) Each each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for Common REIT Shares, and be treated as a Limited Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Tendering Partner receives Common REIT Shares on an applicable Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP UnitsUnits that are tendered for such Common REIT Shares. G. (g) In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B4.04, the General Partner shall make such revisions to this Section 8.6 8.06 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time On or after one year following the date first (1st) anniversary of issuance of any OP Units to a Limited Partnerthe Effective Date, such Limited Partner each Non-Managing Member shall have the right (the “Redemption Right”) (subject to the terms and conditions set forth herein and in any other such agreement, as applicableherein) to require the Partnership Company to redeem all or a portion of the OP Non-Managing Member Units held by such Limited Partner Non-Managing Member (all such OP Non-Managing Member Units being hereafter referred to as called “Tendered Units”) in exchange for the Cash Amount payable on the Specified Redemption Date (a the “Redemption”); provided provided, however, that at the terms election of such OP Units do not provide that such OP Units are not entitled and in the sole and absolute discretion of the Managing Member, the Managing Member may elect to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between assume the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, Company’s obligation with respect to any OP Units so redeemedthe Redemption (though such assumption shall not relieve the Company from such obligation in the event the Managing Member fails to fulfill such obligation) and, at the election of and in the sole and absolute discretion of the Managing Member, to receive any distributions paid satisfy the Redemption by (i) paying either the Cash Amount payable on the Specified Redemption Date or after (ii) delivering a number of REIT Shares equal to the REIT Shares Amount payable on the Specified Redemption Date. . B. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner Company by the Limited Partner who is a Non-Managing Member or any Substituted Member of a Non-Managing Member or an Assignee of either exercising the right Redemption Right (the “Tendering PartnerParty”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemption. B. Notwithstanding Section 8.6A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of On the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner Party shall sell the Tendered Units to the General Partner Company or the Managing Member, as the case may be, in exchange for accordance with this Section 8.6. Any Tendered Units acquired by the Managing Member pursuant to this Section 8.6 shall be held by the Managing Member as Non-Managing Member Units with all the rights and preferences relating thereto as provided in this Agreement. The Tendering Party shall submit (i) such information, certification or affidavit as the Company may reasonably require in connection with the Ownership Limit and (ii) in the event that the REIT Shares Amountissued upon such Redemption are not registered for issuance or resale under the Securities Act as of the date of issuance, such written representations, investment letters, legal opinions or other instruments necessary, in the Company’s view, to effect compliance with the Securities Act. In such eventIf a Cash Amount is to be delivered upon the Redemption, the Tendering Partner Cash Amount shall have no right be delivered as a certified check payable to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner Party or, in the Company’s or the Managing Member’s sole discretion, as the case may elect be, in immediately available funds via wire transfer to withdraw its redemption request at any time prior an account or account(s) specified by the Tendering Party. If REIT Shares are to be delivered upon the acceptance of Redemption, the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered by the Managing Member as duly authorized, validly issued, fully paid and nonassessable REIT Shares (and, if applicable, Rights), free of any pledge, lien, encumbrance or restriction, other than those (1) the Ownership Limit and other restrictions provided in the Charter, Charter or the Bylaws of the General PartnerManaging Member and (2) in the event the REIT Shares issued upon such Redemption are not registered for issuance or resale under the Securities Act as of the date of issuance, the Securities Act, Act and relevant state securities or “blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the sky” laws. The Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E), the Tendering Partner Party shall be deemed the owner of such REIT Shares and Rights for all purposes, including including, without limitation, rights to vote or consent, and receive dividends, and exercise rights, as of the Specified Redemption Date. REIT Shares issued upon an acquisition of the Tendered Units by the Managing Member pursuant to this Section 8.6 may contain such legends regarding restrictions on Transfer or ownership to protect the Managing Member’s tax status as a REIT and in the event the REIT Shares issued upon such Redemption are not registered for resale under the Securities Act as of the date of issuance, restrictions under the Securities Act and applicable state securities laws as the Managing Member in good faith determines to be necessary or advisable in order to ensure compliance with such laws. D. Each Limited Partner covenants C. Notwithstanding the provisions of Sections 8.6A. and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units8.6B. hereof, the General Partner following shall be under apply: (1) no Tendering Party shall have any right to tender for Redemption (whether for the REIT Shares Amount or the Cash Amount) any Excess LLC Units held by such Tendering Party. The Managing Member shall have no obligation to acquire the same. Each Limited Partner further agrees thatExcess LLC Units, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption whether for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable Amount or the Cash Amount; (2) No Tendering Party may exercise the Redemption Rights pursuant to Section 8.6.A. and 8.6.B. hereof more than one (1) time during any Calendar Quarter or more than three (3) times during any calendar year. In determining whether such limit has been reached during any Calendar Quarter or calendar year with respect to any Non-Managing Member or Substituted Member of a Non-Managing Member, it is understood and agree that the exercise of the Redemption Rights by any Assignee of such Non-Managing Member or Substituted Member shall be counted for all purposes as the exercise of such Redemption Rights by the Non-Managing Member or Substituted Member assignor. Notwithstanding the foregoing, each Tendering Party may exercise the Redemption Rights after the receipt of a notice of a Liquidating Event; (3) no Tendering Party may exercise the Redemption Rights pursuant to Sections 8.6.A and B as to fewer than 5,000 Non-Managing Member Units (unless they constitute all of the Non-Managing Member Units held by such Tendering Party); (4) No Tendering Party may deliver a Notice of Redemption during the period from November 10th through December 31 of any year; and (5) each Tendering Party shall pay to the Managing Member the sum of $1,500.00 as the stipulated and agreed upon reimbursement cost for the Managing Member’s administrative overhead and out-of-pocket costs in connection with any Redemption pursuant to Sections 8.6A. and 8.6B.; provided, however, that no such exchangereimbursement shall be due with respect to the first such Redemption by any Non-Managing Member or Substituted Member in any calendar year; provided, further, however, that the exercise by any Assignee of a Non-Managing Member or Substituted Member shall be deemed a Redemption by such Non-Managing Member or Substituted Member of such Assignee (and vice versa) for purposes of determining whether such reimbursement is due and owing to the Managing Member. F. D. Notwithstanding anything herein to the contrary (but subject to Section 8.6E)contrary, with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A each Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner Party shall continue to own all OP LLC Units subject to any Redemption or exchange for REIT SharesRedemption, and be treated as a Partner Member with respect to such OP LLC Units for all purposes of this Agreement, until such OP LLC Units are transferred Transferred to the General Partner Company or the Managing Member, as the case may be, and paid for or exchanged on the Specified Redemption Date; subject, however, to the provisions of Section 5.7. Until a Specified Redemption DateDate and an acquisition of the Tendered Units by the Managing Member, if it so elects, pursuant to Sections 8.6A and 8.6B hereof, the Tendering Partner Party shall have no rights as a stockholder shareholder of the General Partner Managing Member with respect to the REIT Shares issuable in connection with such Redemption. E. In connection with an exercise of Redemption Rights pursuant to this Section 8.6, the Tendering Party shall submit the following to the Managing Member, in addition to the Notice of Redemption: (1) Any information reasonably required by the Managing Member in order to allow it to determine (a) the actual and Constructive Ownership, as determined for purposes of Code Sections 856(a)(6), 856(h), 856(d)(2)(b) and 856(d)(5), of REIT Shares by (i) such Tendering Partner’s OP Units.Party and (ii) any Related Party and (b) that, after giving. effect to the Redemption, neither the Tendering Party nor any Related Party will have actual, Beneficial Ownership or Constructive Ownership of a number of REIT Shares that is in excess of the Ownership Limit; G. In (2) A written representation that neither the event 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 that would cause such Tendering Party or any Related Party to have Beneficial Ownership or Constructive Ownership of a number of REIT Shares that is in excess of the Partnership issues additional Partnership Interests Ownership Limit; and (3) An undertaking to certify, at and as a condition to the closing of the Redemption that either (a) the actual and Constructive Ownership of REIT Shares by the Tendering Party and any Additional Limited Partner Related Party remain unchanged from that disclosed pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that it determines to be necessary 8.6D.(1) 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable (b) after giving effect to the General Partner. If Redemption, neither the Partnership Tendering Party nor any Related Party shall have actual or the General Partner is required to withhold and pay over to any taxing authority any amount upon Constructive Ownership of a Redemption or exchange number of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner that is in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess violation of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authorityOwnership Limit.

Redemption Rights. A. At any time On or after one year following the date of issuance of any 12 months after the Effective Date, with respect to the OP Units to a (including any Contingent Conversion Units that are converted into OP Units) acquired on or contemporaneously with the Effective Date, each Limited Partner (other than the Parent Limited Partner, such Limited Partner ) shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that ) unless the terms of such OP Units do not or a separate agreement entered into between the Partnership and the holder of such OP Units provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of on the Specified Redemption Date in accordance with the instructions set forth in the Notice of RedemptionDate. B. Notwithstanding Section 8.6A 8.6.A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner Parent may, in its sole and absolute discretion discretion, (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), ) elect to assume and satisfy the General Partner’s Redemption obligation and acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner Parent so elects, the Tendering Partner shall sell the Tendered Units to the General Partner Parent in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner Parent shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. Assuming the Parent exercises its option to deliver REIT Shares, the Parent shall contribute the Tendered Units to the General Partner and/or the Parent Limited Partner, as the case may be. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, Charter or the Bylaws of the General PartnerParent, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.6.E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the REIT Shares for which the Partnership Units might be exchanged shall also bear a legend which generally provides the following: THE SHARES OF CAPITAL STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE COMPANY’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE COMPANY’S ARTICLES OF AMENDMENT AND RESTATEMENT, (i) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE COMPANY’S COMMON STOCK IN EXCESS OF [ · %] (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING COMMON STOCK OF THE COMPANY OR SHARES OF THE COMPANY’S CAPITAL STOCK IN EXCESS OF [ · %] (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING CAPITAL STOCK OF THE COMPANY; (ii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK THAT WOULD RESULT IN THE COMPANY BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE COMPANY TO FAIL TO QUALIFY AS A REIT; AND (iii) NO PERSON MAY TRANSFER SHARES OF COMMON STOCK IF SUCH TRANSFER WOULD RESULT IN THE COMMON STOCK OF THE COMPANY BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE COMPANY. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP IS VIOLATED, THE SHARES OF CAPITAL STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE COMPANY MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND THAT ARE DEFINED IN THE ARTICLES OF AMENDMENT AND RESTATEMENT OF THE COMPANY SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE ARTICLES OF AMENDMENT AND RESTATEMENT OF THE COMPANY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SHARES OF CAPITAL STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Limited Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A8.6.A, 8.6B8.6.B, 8.6C 8.6.C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, Person to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter of the Parent and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E8.6.E, it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.6.E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: : (1i) All all OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited General Partner Interests comprised of the same number and class of OP Units. ; (2ii) A without the consent of the General Partner, each Limited Partner may not effect a Redemption for less than one thousand (1,000) 1,000 OP Units or, if such the Limited Partner holds less than one thousand (1,000) 1,000 OP Units, such Partner may effect a Redemption only with respect to all of the OP Units held by such Limited Partner. ; (3iii) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without without the consent of the General Partner, a each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders shareholders of some or all of its portion of such distribution. ; (5iv) The the consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. ; and (6v) Each each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Limited Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder shareholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B4.3, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At a. In the event that either (i) the average last sale price of the Company's Common Stock as quoted on the Nasdaq SmallCap Market (or such other automatic quotation system, over-the-counter market or exchange upon which the Company's Common Stock may then be traded) over a period of 20 consecutive trading days shall be equal to or greater than $9.00 per share (as equitably adjusted for stock splits and the like) or (ii) the Company shall receive the prior written consent of H.J. Xxxxxx & Xo., Inc. or any time successor in interest thereto (the "Sales Agent"), in its sole discretion, then the Company may, in its sole discretion, notify the Holder in writing of its intention to redeem this Warrant (the "Redemption Notice"). Notwithstanding anything herein to the contrary, if the Redemption Notice is delivered pursuant to subsection (i) of the preceding sentence, the Redemption Notice shall be void and of no force unless sent by the Company to the Holder no later than fifteen days after one year the last of the 20 trading days referred to in such subsection (i). The Redemption Notice shall set forth (i) the date upon which the Company shall redeem this Warrant (the "Redemption Date") which date shall be no earlier than thirty days following the date of issuance of any OP Units to a Limited Partnerthe Company sends the Redemption Notice and (ii) the place at which payment may be obtained. b. On the Redemption Date, such Limited Partner the Holder shall have the right (subject surrender to the terms and conditions set forth herein and Company this Warrant (unless earlier exercised in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”full) in exchange for the Cash Amount (a “Redemption”); provided that manner and at the terms of such OP Units do not provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided place designated in this Agreement or in a separate agreement entered into between the Partnership Redemption Notice, and the holders of such OP Unitsthereupon, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount $0.05 shall be payable to the Tendering Partner within ten (10) days order of the Specified Holder and this Warrant shall be canceled. From and after 5:00 p.m., Nevada time, on the day immediately preceding the Redemption Date in accordance with Date, all rights of the instructions set forth in Holder hereunder (other than rights to receive payment pursuant to this Section 5) shall cease, and this Warrant shall not thereafter be transferred on the Notice books of Redemptionthe Company or be deemed to be outstanding for any purpose whatsoever. B. Notwithstanding Section 8.6A above, if a Limited Partner has delivered to c. The Holder acknowledges that the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be Sales Agent is under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state grant or local property transfer tax is payable as withhold its consent to a result redemption of the transfer Warrants under any circumstances, regardless of the potential effect of such potential redemption on the Company, the stockholders of the Company or the Holder. The Holder further acknowledges that if the Company seeks to exercise its Tendered Units right to redeem this Warrant at a time that is not advantageous to the General Partner (or Holder that there can be no assurance that the Sales Agent will withhold its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant consent to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchangeexercise. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time (a) On or after one year following the date of issuance of specified in any agreement to which OP Units to a Limited Partnerare issued, such each Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “"Tendered Units”") in exchange for the Cash Amount (a “"Redemption”); provided that ") unless the terms of such OP Units do not or a separate agreement entered into between the Partnership and the holder of such OP Units provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “"Tendering Partner”"). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of on the Specified Redemption Date in accordance with the instructions set forth in the Notice of RedemptionDate. B. (b) Notwithstanding Section 8.6A ‎8.06(a) above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner Corporation may, in its sole and absolute discretion discretion, (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), ) elect to assume and satisfy the Partnership's Redemption obligation and acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner Corporation so elects, the Tendering Partner shall sell the Tendered Units to the General Partner Corporation in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner Corporation shall promptly give such Tendering Partner written notice of its election, and election on or before the Tendering Partner may elect to withdraw close of business on the fifth Business Day after the its redemption request at any time prior to the acceptance receipt of the cash or REIT Shares Amount by such Tendering PartnerNotice of Redemption. C. (c) The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, Charter or the Bylaws of the General PartnerCorporation, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E‎8.06(e)), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the REIT Shares for which the Partnership Units might be exchanged shall also bear such restrictive legends that the General Partner determines are appropriate to xxxx transfer, ownership or other restrictions and limitations applicable to the REIT Shares. D. (d) Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Limited Partner shall assume and pay such transfer tax. E. (e) Notwithstanding the provisions of Section 8.6A‎8.06(a), 8.6B‎8.06(b), 8.6C ‎8.06(c) or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, Person to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter of the Corporation and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E‎8.06(e), it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. (f) Notwithstanding anything herein to the contrary (but subject to Section 8.6E‎8.06(e)), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: ‎8.06: (1i) All a portion of the OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be General Partner Interests and all other OP Units shall be deemed to be Limited Partner Interests comprised and held by the General Partner in its capacity as a Limited Partner in the Partnership such that, immediately after such Redemption, the requirements of Section ‎4.01(b) continue to be met; (ii) without the consent of the same number and class General Partner, each Limited Partner may effect a Redemption only one time in each fiscal quarter; (iii) without the consent of OP Units. (2) A the General Partner, each Limited Partner may not effect a Redemption for less than one thousand (1,000) 1,000 OP Units or, if such the Limited Partner holds less than one thousand (1,000) 1,000 OP Units, such Partner may effect a Redemption only with respect to all of the OP Units held by such Limited Partner. ; (3iv) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without without the consent of the General Partner, a each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. ; (5v) The the consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. ; and (6vi) Each each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Limited Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner Corporation with respect to such Tendering Partner’s 's OP Units. G. (g) In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B‎4.04, the General Partner shall make such revisions to this Section 8.6 ‎8.06 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time On or after one year following the first anniversary of the Effective Date, with respect to the Partnership Units acquired on or contemporaneously with the Effective Date, or (ii) the date of issuance of any OP Units to a other Partnership Units, or on or after such later date as expressly provided in an agreement entered into between the Partnership and any Limited Partner, such each Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Partnership Units held by such Limited Partner (such OP Partnership Units being hereafter referred to as “"Tendered Units”") in exchange for the Cash Amount (a “"Redemption”"); provided that the terms of such OP Partnership Units do not provide that such OP Partnership Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Partnership Units, all OP Units, including Class A OP Partnership Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “"Tendering Partner”"). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemption. B. Notwithstanding Section 8.6A 8.6.A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.6.E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the REIT Shares for which the Partnership Units might be exchanged shall also bear a legend which generally provides the following: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE CORPORATION'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST ("REIT") UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE CORPORATION'S ARTICLES OF AMENDMENT AND RESTATEMENT, (i) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE CORPORATION'S COMMON STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING COMMON STOCK OF THE CORPORATION; (ii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF COMMON STOCK THAT WOULD RESULT IN THE CORPORATION BEING "CLOSELY HELD" UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (iii) NO PERSON MAY TRANSFER SHARES OF COMMON STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS, OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN, SHARES OF COMMON STOCK IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP ARE VIOLATED, THE SHARES OF COMMON STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE CORPORATION MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND THAT ARE DEFINED IN THE ARTICLES OF AMENDMENT AND RESTATEMENT OF THE CORPORATION SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE ARTICLES OF AMENDMENT AND RESTATEMENT OF THE CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SHARES OF COMMON STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Limited Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A8.6.A, 8.6B8.6.B, 8.6C 8.6.C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E8.6.E, it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.6.E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Partnership Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Partnership Units. (2) A Without the consent of the General Partner, each Limited Partner may not effect a Redemption for less than one thousand (1,000) OP 1,000 Partnership Units or, if such the Limited Partner holds less than one thousand (1,000) OP 1,000 Partnership Units, such Partner may effect a Redemption only with respect to all OP of the Partnership Units held by such Limited Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (54) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (65) Each Tendering Partner shall continue to own all OP Partnership Units subject to any Redemption or exchange for REIT Shares, and be treated as a Limited Partner with respect to such OP Partnership Units for all purposes of this Agreement, until such OP Partnership Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP 's Partnership Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B4.3.B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time On or after one year following (i) the first anniversary of the Effective Date, with respect to the Partnership Units acquired on or contemporaneously with the Effective Date, or (ii) the date of issuance of any OP Units to a other Partnership Units, or on or after such later date as expressly provided in an agreement entered into between the Partnership and any Limited Partner, such each Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Partnership Units held by such Limited Partner (such OP Partnership Units being hereafter referred to as “"Tendered Units”") in exchange for the Cash Amount (a “"Redemption”"); provided that the terms of such OP Partnership Units do not provide that such OP Partnership Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Partnership Units, all OP Units, including Class A OP Partnership Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “"Tendering Partner”"). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemption. B. Notwithstanding Section 8.6A 8.6.A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.6.E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the REIT Shares for which the Partnership Units might be exchanged shall also bear a legend which generally provides the following: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE CORPORATION'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST ("REIT") UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE CORPORATION'S ARTICLES OF AMENDMENT AND RESTATEMENT, (i) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE CORPORATION'S COMMON STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING COMMON STOCK OF THE CORPORATION; (ii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF COMMON STOCK THAT WOULD RESULT IN THE CORPORATION BEING "CLOSELY HELD" UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (iii) NO PERSON MAY TRANSFER SHARES OF COMMON STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS, OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN, SHARES OF COMMON STOCK IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP ARE VIOLATED, THE SHARES OF COMMON STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE CORPORATION MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND THAT ARE DEFINED IN THE ARTICLES OF AMENDMENT AND RESTATEMENT OF THE CORPORATION SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE ARTICLES OF AMENDMENT AND RESTATEMENT OF THE CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SHARES OF COMMON STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Limited Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A8.6.A, 8.6B8.6.B, 8.6C 8.6.C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E8.6.E, it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.6.E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Partnership Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Partnership Units. (2) A Without the consent of the General Partner, each Limited Partner may not effect a Redemption for less than one thousand (1,000) OP 1,000 Partnership Units or, if such the Limited Partner holds less than one thousand (1,000) OP 1,000 Partnership Units, such Partner may effect a Redemption only with respect to all OP of the Partnership Units held by such Limited Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (54) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of 1976, as amended. (65) Each Tendering Partner shall continue to own all OP Partnership Units subject to any Redemption or exchange for REIT Shares, and be treated as a Limited Partner with respect to such OP Partnership Units for all purposes of this Agreement, until such OP Partnership Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP 's Partnership Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B4.3.B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time after one year following (a) Prior to the date consummation of issuance the initial Business Combination, the Corporation shall provide all holders of any OP Units Offering Shares with the opportunity to a Limited Partnerhave their Offering Shares redeemed upon the consummation of the initial Business Combination pursuant to, such Limited Partner shall have the right (and subject to the terms limitations of, Sections 9.2(b) and conditions set forth herein and in any other such agreement, as applicable9.2(c) to require the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred rights of such holders to as have their Offering Shares redeemed pursuant to such Sections, the “Tendered UnitsRedemption Rights”) hereof for cash equal to the applicable redemption price per share determined in exchange for accordance with Section 9.2(b) hereof (the Cash Amount (a “RedemptionRedemption Price”); provided provided, however, that the terms of such OP Units do Corporation shall not provide redeem Offering Shares to the extent that such OP Units are not entitled redemption would result in the Corporation’s failure to a right have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of Redemptionthe Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any successor rule)) of at least $5,000,001 or any greater net tangible asset or cash requirement which may be contained in the agreement relating to the initial Business Combination upon consummation of the initial Business Combination and after payment of underwriters’ fees and commissions (such limitation hereinafter called the “Redemption Limitation”). Unless otherwise expressly provided Notwithstanding anything to the contrary contained in this Agreement or in a separate agreement entered into between the Partnership Amended and the holders of such OP UnitsRestated Certificate, all OP Units, including Class A OP Units and Class T OP Units, there shall be entitled to a right of no Redemption hereunder. The Tendering Partner shall have no right, Rights or liquidating distributions with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised warrant issued pursuant to the Offering. (b) If the Corporation offers to redeem the Offering Shares other than in conjunction with a Notice of Redemption delivered stockholder vote on an initial Business Combination with a proxy solicitation pursuant to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days Regulation 14A of the Specified Redemption Date Exchange Act (or any successor rules or regulations) and filing proxy materials with the SEC, the Corporation shall offer to redeem the Offering Shares upon the consummation of the initial Business Combination, subject to lawfully available funds therefor, in accordance with the instructions set forth provisions of Section 9.2(a) hereof pursuant to a tender offer in the Notice of Redemption. B. Notwithstanding Section 8.6A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole accordance with Rule 13e-4 and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all Regulation 14E of the Tendered Units from Exchange Act (or any successor rule or regulation) (such rules and regulations hereinafter called the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date“Tender Offer Rules”) and, if the General Partner so elects, the Tendering Partner which it shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time commence prior to the acceptance consummation of the cash initial Business Combination and shall file tender offer documents with the SEC prior to the consummation of the initial Business Combination that contain substantially the same financial and other information about the initial Business Combination and the Redemption Rights as is required under Regulation 14A of the Exchange Act (or REIT Shares Amount any successor rule or regulation) (such rules and regulations hereinafter called the “Proxy Solicitation Rules”), even if such information is not required under the Tender Offer Rules; provided, however, that if a stockholder vote is required by such Tendering Partner. C. The REIT Shares Amountlaw to approve the proposed initial Business Combination, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, the Corporation decides to submit the proposed initial Business Combination to the stockholders for their approval for business or other than those provided in the Charterlegal reasons, the Bylaws of Corporation shall offer to redeem the General PartnerOffering Shares, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees thatlawfully available funds therefor, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding accordance with the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, 9.2(a) hereof in conjunction with a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares proxy solicitation pursuant to the extent Proxy Solicitation Rules (and not the ownership or right Tender Offer Rules) at a price per share equal to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, Price calculated in accordance with the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation following provisions of this Section 8.6E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E9.2(b), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests Corporation offers to any Additional Limited Partner redeem the Offering Shares pursuant to Section 4.4Ba tender offer in accordance with the Tender Offer Rules, the General Partner Redemption Price per share of the Common Stock payable to holders of the Offering Shares tendering their Offering Shares pursuant to such tender offer shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable equal to the General Partnerquotient obtained by dividing: (i) the aggregate amount on deposit in the Trust Account as of two Business Days (as defined below) prior to the consummation of the initial Business Combination, including interest not previously released to the Corporation to pay its taxes, by (ii) the total number of then outstanding Offering Shares. If the Partnership or Corporation offers to redeem the General Partner is required Offering Shares in conjunction with a stockholder vote on the proposed initial Business Combination pursuant to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheldproxy solicitation, the amount withheld Redemption Price per share of the Common Stock payable to holders of the Offering Shares exercising their Redemption Rights shall be treated equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as an amount received by such Partner in redemption of its Tendered Units. If two Business Days prior to the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess consummation of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid initial Business Combination, including interest not previously released to the taxing authorityCorporation to pay its taxes, by (b) the total number of then outstanding Offering Shares. “Business Day” means each day that is a Saturday, Sunday or other day on which banking institutions in The City of New York, New York, are authorized or required by law to close.

Redemption Rights. A. At any time (a) On or after one year following the date that is 12 months after the date of the issuance of any OP Units by the Partnership to a Limited PartnerPartner (other than the Parent or a Subsidiary of Parent), such Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the such OP Units that have been held by such Limited Partner for at least 12 months (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that , from time to time, unless the terms of such OP Units do not or a separate agreement entered into between the Partnership and such Limited Partner with respect to such OP Units provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement Redemption or in provide for a separate agreement entered into between the Partnership and the holders of shorter or longer period before such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a Limited Partner may exercise such right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid or impose conditions on or after the Specified Redemption Dateexercise of such right of Redemption. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of on the Specified Redemption Date in accordance Date. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the instructions set forth in the Notice of RedemptionSpecified Redemption Date. B. (b) Notwithstanding Section 8.6A 8.06(a) above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion Parent (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), ) may elect to assume and satisfy the Partnership’s Redemption obligation and acquire some or all of the Tendered Units from the Tendering Partner in exchange for the Common REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner Parent so elects, the Tendering Partner shall sell the Tendered Units to the General Partner Parent or a Subsidiary of Parent in exchange for the Common REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner Parent shall promptly give such Tendering Partner written notice of its election, and election on or before the Tendering Partner may elect to withdraw close of business on the fifth Business Day after its redemption request at any time prior to the acceptance receipt of the cash or REIT Shares Amount by such Tendering PartnerNotice of Redemption. C. (c) The Common REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable Common REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, Charter or the Bylaws of the General PartnerParent, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such Common REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.06(e)), the Tendering Partner shall be deemed the owner of such Common REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the Common REIT Shares for which the Partnership Units might be exchanged shall also bear the legend set forth in the Charter. D. (d) Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Limited Partner shall assume and pay such transfer tax. E. (e) Notwithstanding the provisions of Section 8.6ASections 8.06(a), 8.6B, 8.6C 8.06(b) or 8.06(c) or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for Common REIT Shares to the extent the ownership or right to acquire Common REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, Person to violate the restrictions on ownership and transfer of Common REIT Shares set forth in the Charter of the Parent and (ii) shall have no rights under this Agreement to acquire Common REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for Common REIT Shares would be in violation of this Section 8.6E8.06(e), it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the Common REIT Shares otherwise issuable upon such exchange. F. (f) Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.06(e)), with respect to any Redemption or exchange for Common REIT Shares pursuant to this Section 8.6: 8.06: (1i) All OP Units acquired by without the consent of the General Partner pursuant thereto shall automaticallyPartner, and without further action required, be converted into and deemed to be each Limited Partner Interests comprised may effect a Redemption only one time in each fiscal quarter; (ii) without the consent of the same number and class of OP Units. (2) A General Partner, each Limited Partner may not effect a Redemption for less than one thousand (1,000) 1,000 OP Units or, if such the Limited Partner holds less than one thousand (1,000) 1,000 OP Units, such Partner may effect a Redemption only with respect to all of the OP Units held by such Limited Partner. ; (3iii) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without without the consent of the General Partner, a each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. ; (5iv) The the consummation of any Redemption or exchange for Common REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. ; and (6v) Each each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for Common REIT Shares, and be treated as a Limited Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Tendering Partner receives Common REIT Shares on an applicable Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP UnitsUnits that are tendered for such Common REIT Shares. G. (g) In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B4.04, the General Partner shall make such revisions to this Section 8.6 8.06 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time after one year following the date of issuance of any OP Units to a Limited Partner, such (a) Each Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other agreement entered into between the Partnership and such agreementLimited Partner, as applicable) to require the Partnership to redeem all or a portion of the OP LP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that ) unless the terms of such OP Units do not provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders holder of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be provide that such Units are not entitled to a right of Redemption hereunderRedemption. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of on the Specified Redemption Date in accordance with Date; provided, however, that the instructions set forth in Partnership shall be entitled to offset against, and deduct from, the Notice Cash Amount that is payable to the Tendering Partner any amounts payable under or owed by the Tendering Partner pursuant to any security deposit indemnity agreement between the Tendering Partner and the Partnership or any of Redemptionits Affiliates. B. (b) Notwithstanding Section 8.6A above8.6(a), if a Limited Partner has delivered to the General General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to satisfy the Redemption obligation and acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event; provided, however, that the Partnership shall be entitled to offset against, and deduct from, the REIT Shares Amount a number of REIT Shares having a Fair Market Value equal to any amounts payable under or owed by the Tendering Partner pursuant to any security deposit indemnity agreement between the Tendering Partner and the Partnership or any of its Affiliates. The Tendering Partner shall have no right to cause the Partnership to redeem such Tendered UnitsUnits for the Cash Amount. The General Partner shall promptly give such Tendering Partner written notice of its electionelection on or before the close of business on the fifth (5th) Business Day after its receipt of the Notice of Redemption, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash Cash Amount or REIT Shares Amount by such Tendering Partner.. In connection with an exercise of Redemption rights pursuant to this Section 8.6(b), the Tendering Partner shall submit the following to the General Partner, in addition to the Notice of Redemption: C. (i) such information, certification or affidavit as the General Partner may reasonably require in connection with the application of the Equity Share Ownership Limit and other restrictions and limitations of the Charter to any such acquisition; (ii) such written representations, investment letters, legal opinions or other instruments necessary, in the General Partner’s view, to effect compliance with the Securities Act; (iii) 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 such Tendering Partner and any Affiliate of the Tendering Partner whose ownership of REIT Shares would be attributed to the Tendering Partner and (B) representing that, after giving effect to the Redemption or an acquisition of the Tendered Units by the General Partner pursuant to Section 8.6(b), neither the Tendering Partner nor any such Affiliate will own REIT Shares in excess of the Equity Share Ownership Limit; (iv) a written representation that neither the Tendering Party nor any Affiliate of the Tendering Partner whose ownership of REIT Shares would be attributed to the Tendering Partner has any intention to acquire any additional REIT Shares prior to the closing of the Redemption or an acquisition of the Tendered Units by the General Partner pursuant to Section 8.6(b) on the Specified Redemption Date; and (v) a “certification of non-foreign status” satisfying the requirements of Regulations Section 1.1445-2(b)(2); and (c) The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restrictionrestriction (including any lien, encumbrance or restriction existing under any security deposit indemnity agreement between the Tendering Partner and the Partnership or any of its Affiliates), other than those provided in the Charter, Charter or the Bylaws of the General PartnerBylaws, the Securities Act, Act and relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such laws. Such REIT Shares entered into shall also bear any legend set forth in the Charter, or deemed necessary or appropriate by the Tendering PartnerGeneral Partner under the Securities Act and relevant state securities or blue sky laws. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.6(d)), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. (d) Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event if any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Limited Partner shall assume and pay such transfer tax. E. (e) Notwithstanding the provisions of Section 8.6A8.6(a), 8.6B, 8.6C Section 8.6(b) and Section 8.6(c) or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a exercise the right to Redemption for cash or an exchange for pursuant to this Section 8.6 if the delivery of REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Limited Partner on the Specified Redemption Date could cause pursuant to Section 8.6(b) would (i) result in such Limited Partner or any other PersonPerson owning, ordirectly or indirectly, REIT Shares in excess of the Equity Share Ownership Limit or any Excepted Holder Limit and calculated in accordance therewith, except as otherwise provided in the opinion Charter, (ii) result in REIT Shares being owned by fewer than one hundred (100) persons (determined without reference to any rules of counsel selected attribution), (iii) result in Omega REIT being “closely held” within the meaning of Section 856(h) of the Code, (iv) cause a General Partner to own, actually or constructively, ten percent (10%) or more of the ownership interests in a tenant (other than a taxable REIT subsidiary) of a General Partner’s, the Partnership’s or their respective Subsidiary real property, within the meaning of Section 856(d)(2)(B) of the Code, (v) otherwise cause Omega REIT to fail to qualify as a REIT under the Code, or (vi) cause the acquisition of REIT Shares by such Limited Partner to be “integrated” with any other distribution of REIT Shares or Units for purposes of complying with the registration provisions of the Securities Act. The General Partner, may cause such in its sole and absolute discretion and without the consent of any other Partner or any other Person, to violate may waive the restrictions restriction on ownership and transfer of REIT Shares redemption set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange8.6(d). F. (f) Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.6(d)), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: : (1i) All OP all Units acquired by a General Partner shall, at the General Partner pursuant thereto shall automatically, and without further action requiredPartner’s option, be converted into and deemed to be GP Units or remain outstanding as LP Units; (ii) except as provided in Section 8.6(g), without the consent of the General Partner, each Limited Partner Interests comprised may effect a Redemption only one (1) time in each fiscal quarter; (iii) without the consent of the same number and class of OP Units. (2) A General Partner, each Limited Partner may not effect a Redemption (A) for less than one thousand (1,000) OP LP Units or, or (B) if such the Limited Partner holds less than one thousand (1,000) OP LP Units or such Redemption would otherwise cause the Limited Partner to hold less than one thousand (1,000) LP Units, such Partner may effect a Redemption only with respect to all OP of the LP Units held by such Limited Partner. ; (3iv) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without without the consent of the General Partner, a no Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner Omega REIT for a distribution to its stockholders of some or all of its portion of such distribution. ; (5v) The the consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. ; (6vi) Each cause Omega REIT or the Partnership to violate any Loan Document; (vii) each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Limited Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until , or until a Specified Redemption Date, and until such time the Tendering Partner shall have no rights as a stockholder holder of REIT Shares; (viii) without the Consent of the General Partner, no Tendering Partner with respect to such Tendering Partner’s OP Unitsmay effect a Redemption within ninety (90) days following the closing of any underwritten public offering or Rule 144A offering by the REIT or the Partnership generating gross proceeds of $100 million or more. G. In (g) Nothing herein (including the event limitation set forth in Section 8.6(f)(iii)) shall prohibit the General Partner from, in its sole and absolute discretion, acquiring Units that the Partnership issues additional Partnership Interests to any Additional Limited Partner have not been tendered for Redemption pursuant to Section 4.4B, 8.6(a) and exchanging such Units for REIT Shares. (h) Each Limited Partner hereby covenants and agrees with the General Partner that it shall make such revisions not Transfer any REIT Shares issued in exchange for Tendered Units pursuant to this Section 8.6 as it determines are necessary for a period of at least one hundred eighty (180) days after the Effective Date, and thereafter only in accordance with Rule 144 or another applicable exemption from the registration requirements under the Securities Act, unless a registration statement is then in effect with respect to reflect the issuance resale of such additional Partnership Interests. H. Notwithstanding any other provision of this Agreement, REIT Shares or unless the General Partner is authorized consents 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold Transfer in its sole and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authorityabsolute discretion.

Redemption Rights. A. At any time On or after one year following the date of 12 months after the Effective Date, with respect to the OP Units (including any Earnout Units and PI Units that are converted into OP Units) acquired on or contemporaneously with the Effective Date or on any other date specified in the agreement relating to the issuance of any other OP Units to a Units, each Limited Partner (other than the Parent Limited Partner, such Limited Partner ) shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “"Tendered Units”") in exchange for the Cash Amount (a “"Redemption”); provided that ") unless the terms of such OP Units do not or a separate agreement entered into between the Partnership and the holder of such OP Units provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “"Tendering Partner”"). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of on the Specified Redemption Date in accordance with the instructions set forth in the Notice of RedemptionDate. B. Notwithstanding Section 8.6A 8.6.A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner Parent may, in its sole and absolute discretion discretion, (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), ) elect to assume and satisfy the General Partner's Redemption obligation and acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner Parent so elects, the Tendering Partner shall sell the Tendered Units to the General Partner Parent in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner Parent shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. Assuming the Parent exercises its option to deliver REIT Shares, the Parent shall contribute the Tendered Units to the General Partner and/or the Parent Limited Partner, as the case may be. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, Charter or the Bylaws of the General PartnerParent, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.6.E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the REIT Shares for which the Partnership Units might be exchanged shall also bear a legend which generally provides the following: Restriction on Ownership and Transfer THE SHARES OF CAPITAL STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE COMPANY'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE COMPANY'S ARTICLES OF AMENDMENT AND RESTATEMENT, (i) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE COMPANY'S COMMON STOCK IN EXCESS OF 9.0 %, UNLESS SUCH PERSON IS AN INVESTMENT ENTITY, IN WHICH CASE, IT IS 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING COMMON STOCK OF THE COMPANY OR SHARES OF THE COMPANY'S CAPITAL STOCK IN EXCESS OF 9.0 %, UNLESS SUCH PERSON IS AN INVESTMENT ENTITY, IN WHICH CASE, IT IS 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING CAPITAL STOCK OF THE COMPANY; (ii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK THAT WOULD RESULT IN THE COMPANY BEING "CLOSELY HELD" UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE COMPANY TO FAIL TO QUALIFY AS A REIT; AND (iii) NO PERSON MAY TRANSFER SHARES OF COMMON STOCK IF SUCH TRANSFER WOULD RESULT IN THE COMMON STOCK OF THE COMPANY BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE COMPANY. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP IS VIOLATED, THE SHARES OF CAPITAL STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE COMPANY MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND THAT ARE DEFINED IN THE ARTICLES OF AMENDMENT AND RESTATEMENT OF THE COMPANY SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE ARTICLES OF AMENDMENT AND RESTATEMENT OF THE COMPANY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SHARES OF CAPITAL STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Limited Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A8.6.A, 8.6B8.6.B, 8.6C 8.6.C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, Person to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter of the Parent and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E8.6.E, it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.6.E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: : (1i) All all OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited General Partner Interests comprised of the same number and class of OP Units. ; (2ii) A without the consent of the General Partner, each Limited Partner may not effect a Redemption for less than one thousand (1,000) 1,000 OP Units or, if such the Limited Partner holds less than one thousand (1,000) 1,000 OP Units, such Partner may effect a Redemption only with respect to all of the OP Units held by such Limited Partner. ; (3iii) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without without the consent of the General Partner, a each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders shareholders of some or all of its portion of such distribution. ; (5iv) The the consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. ; and (6v) Each each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Limited Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder shareholder of the General Partner with respect to such Tendering Partner’s 's OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B4.4, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time after one year following the date of issuance of any OP Units to a Limited Partner, such (a) Each Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreementherein), as applicable) but not the obligation, to require the Partnership to redeem all or a portion of the OP Partnership Units held by such Limited Partner (such OP Partnership Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that the terms of such OP Partnership Units do not provide that such OP Partnership Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Partnership Units, all OP Units, including Class A OP Partnership Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner and the Company, by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be delivered as a certified check payable to the Tendering Partner within ten (10) 10 days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemption. B. (b) Notwithstanding Section 8.6A 8.6(a) above, if a Limited Partner has delivered to the General Partner a Notice of Redemption Redemption, then the General Partner Company may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner Company so elects, the Tendering Partner shall sell the Tendered Units to the General Partner Company in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner Company shall promptly give such the General Partner and the Tendering Partner written notice of its election, and the Tendering Partner may elect by written notice to the Partnership to withdraw its redemption request at any time prior to the acceptance of the cash Cash Amount or REIT Shares Amount by such Tendering Partner. C. (c) The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General PartnerCompany, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. The REIT Shares Amount shall be registered in the name and otherwise delivered as set forth in the Notice of Redemption. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.6(e)), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. Each Limited Partner further agrees that it shall enter into such documentation with respect to a Redemption for cash or an exchange for REIT Shares as the Partnership, the Company, or the General Partner shall reasonably request. D. (d) Each Limited Partner covenants and agrees with the General Partner and the Company, as the case may be, that all Tendered Units shall be delivered to the General Partner or the Company free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner and the Company shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner or the Company (or its the designee), such Limited Partner shall assume and pay such transfer tax. E. (e) Notwithstanding the provisions of Section 8.6A8.6(a), 8.6B8.6(b), 8.6C 8.6(c) or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could would cause such Partner or any other another Person, or, in based on the opinion advice of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E8.6(e), it shall be null and void ab initio AB INITIO and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. (f) Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.6(e)), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1i) All OP Partnership Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited General Partner Interests comprised of the same number and class of OP Partnership Units. (2ii) A All Partnership Units acquired by the Company shall maintain their status as Limited Partnership Interests of the same number and class as the Partnership Units so acquired. (iii) Without the consent of the General Partner, each Limited Partner may not effect a Redemption for less than one thousand (1,000) OP 500 Partnership Units or, if such the Limited Partner holds less than one thousand (1,000) OP 500 Partnership Units, such Partner may effect a Redemption only with respect to all OP of the Partnership Units held by such Limited Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4iv) Without the consent of the General Partner, a each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner Company for a distribution to its stockholders of some or all of its portion of such distribution. (5v) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Redino Antitrust Improvements Act of 1976, as amended. (6vi) Each Tendering Partner shall continue to own all OP Partnership Units subject to any Redemption or exchange for REIT Shares, and be treated as a Limited Partner with respect to such OP Partnership Units for all purposes of this Agreement, until such OP Partnership Units are transferred to the General Partner or the Company, as the case may be, and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner Company with respect to such Tendering Partner’s OP Partnership Units. G. (g) In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B4.2 or 4.3(c) hereof, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. Notwithstanding (h) If, at any other provision of this Agreementtime, the General Partner is authorized acquires material assets (other than on behalf of the Partnership) the definition of “REIT Shares Amount” shall be adjusted, as reasonably agreed 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is and a form acceptable Majority in Interest of the Limited Partners, to reflect the General Partner. If the Partnership or relative Fair Market Value of a share of capital stock of the General Partner is required relative to withhold and pay over to the Deemed Partnership Interest Value of the related Partnership Unit. (i) The Partnership shall notify each Limited Partner in writing of any taxing authority any amount upon a Redemption or exchange adjustment made in the calculation of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess within 10 Business Days of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before date such excess taxes are required to be paid to the taxing authoritychange becomes effective.

Redemption Rights. A. At any time On or after one year following the date of issuance of twelve (12) months after (i) the Effective Date, with respect to the Common Units acquired on or contemporaneously with the Effective Date (including, without limitation, those Common Units set forth on Exhibit A), or on or after such later date as expressly provided in an agreement entered into between the Partnership and any OP Units to a Limited Partner, such each Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Common Units held by such Limited Partner (such OP Common Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that the terms of such OP Units do not provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders Holders of such OP Common Units, all OP Units, including Class A OP Common Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Subject to Section 8.6.F.(3), the Cash Amount shall be payable to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of RedemptionDate. B. Notwithstanding Section 8.6A 8.6.A. above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion discretion, (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), ) elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner Company so elects, the Tendering Partner shall sell transfer the Tendered Units to the General Partner Company in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner Company shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General PartnerCompany, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.6.E and 8.6.F(3)), but only upon the effectiveness of the Redemption, the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the REIT Shares for which the Common Units might be exchanged shall also bear (or, in the event that the REIT Shares are uncertificated, be subject to) a legend which generally provides the following: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE, AMONG OTHERS, OF THE CORPORATION’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE CORPORATION’S CHARTER, (I) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE CORPORATION’S COMMON STOCK IN EXCESS OF 9.8 PERCENT (IN VALUE OR NUMBER OF SHARES) OF THE OUTSTANDING SHARES OF COMMON STOCK OF THE CORPORATION UNLESS SUCH PERSON IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (II) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK OF THE CORPORATION IN EXCESS OF 9.8 PERCENT OF THE VALUE OF THE TOTAL OUTSTANDING SHARES OF CAPITAL STOCK OF THE CORPORATION, UNLESS SUCH PERSON IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (III) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN CAPITAL STOCK THAT WOULD RESULT IN THE CORPORATION BEING “CLOSELY HELD” UNDER SECTION 856(H) OF THE CODE OR OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (IV) NO PERSON MAY TRANSFER SHARES OF CAPITAL STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK IN EXCESS OR IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP ARE VIOLATED, THE SHARES OF CAPITAL STOCK REPRESENTED HEREBY MAY BE AUTOMATICALLY TRANSFERRED TO A TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES OR MAY BE VOID AB INITIO. IN ADDITION, THE CORPORATION MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. ALL CAPITALIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE CHARTER OF THE CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF CAPITAL STOCK OF THE CORPORATION ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE. D. Each Limited Partner covenants and agrees with the General Partner Company that all Tendered Units shall be delivered to the General Partner Company free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner Company shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner Company (or its designee), such Limited Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A8.6.A., 8.6B8.6.B., 8.6C 8.6.C. or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on or as of the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, Person to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E8.6.E., it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.6.E.), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by Without the consent of the General Partner pursuant thereto shall automaticallyPartner, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A no Limited Partner may not effect a Redemption for less than one thousand (1,000) OP 1,000 Common Units or, if such the Limited Partner holds less than one thousand (1,000) OP 1,000 Common Units, such Partner may effect a Redemption only with respect to all OP of the Common Units held by such Limited Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a no Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its common stockholders of some or all of its portion of such distribution. (53) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (64) Each Tendering Partner shall continue to own all OP Common Units subject to any Redemption or exchange for REIT Shares, and be treated as a Limited Partner with respect to such OP Common Units for all purposes of this Agreement, until such OP Common Units are transferred to the General Partner and paid for or exchanged on pursuant to the Specified Redemption DateRedemption. Until a Specified Redemption Datesuch Common Units are transferred and paid for or exchanged pursuant to the Redemption, the Tendering Partner shall have no rights as a stockholder of the General Partner Company with respect to such Tendering Partner’s OP Common Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B4.3.B., the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time On or after the date which is one year following after the date of issuance of any OP Units Issuance Date with respect to a Limited PartnerPartnership Unit, such Limited Partner the owner of the Partnership Unit shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable"Redemption Right") to require the Partnership to redeem on a Specified Redemption Date all or a portion of the OP Partnership Units held by such Limited Partner (such OP Units being hereafter referred at a redemption price equal to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that the terms of such OP Units do not provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunderAmount. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the Partnership (with a copy to the General Partner Partner) by the Limited Partner who is exercising the right Redemption Right (the “Tendering "Redeeming Partner”"). The Cash Amount ; provided, however, that the Partnership shall not be payable obligated to satisfy such Redemption Right if Maxus elects to purchase the Partnership Units subject to the Tendering Partner within ten (10) days Notice of Redemption pursuant to Section 12.2.B. If Maxus elects to pay all or any portion of the Specified Redemption Date consideration to a Redeeming Partner in accordance with cash pursuant to Section 12.2.B, the instructions set forth in Maxus Group agrees to use its best efforts to raise any required funds as quickly as possible after receipt of the Notice of Redemption. B. Notwithstanding the provisions of Section 8.6A above12.2.A, if a Limited Partner has delivered that exercises the Redemption Right shall be deemed to have offered to sell the General Partner a Partnership Units described in the Notice of Redemption then the General Partner to Maxus, and Maxus may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter)discretion, elect to purchase directly and acquire some or all of the Tendered such Partnership Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units by paying to the General Redeeming Partner in exchange for either (i) cash equal to the Cash Amount or (ii) the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice or (iii) any combination of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as elected by Maxus in its sole and absolute discretion, on the case Specified Redemption Date. C. Notwithstanding anything to the contrary contained in Section 12.2.B above, to the extent that the delivery of REIT Shares to a Redeeming Partner pursuant to Section 12.2B above would cause a Redeeming Partner to violate the applicable "Ownership Limit" or violate any other limitation set forth in the Articles of Incorporation, Maxus will not deliver REIT Shares to such Redeeming Partner but may, in its sole and absolute discretion, elect to either (1) pay the consideration to a Redeeming Partner in the form of the Cash Amount, or (2) refuse, in whole or in part, to accept the Notice of Redemption. D. No Limited Partner may bedeliver to the General Partner more than four Notices of Redemption during each calendar year. In addition, equals a Limited Partner may not exercise the Redemption Right for less than one thousand (1,000) Partnership Units or, if such Limited Partner holds less than one thousand (1,000) Partnership Units, all of the Partnership Units held by such Partner. The Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distribution paid with respect to Partnership Units if the Record Date for such distribution is on or exceeds after the amount Specified Redemption Date. E. No Limited Partner shall, by virtue of tax required being the holder of one or more Partnership Units be deemed to be withheld, a shareholder of or have any other interest in the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authorityCompany.

Redemption Rights. A. At any time after one year following the date of issuance of any OP Units to a Limited Partner or a Special General Partner, such Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that the terms of such OP Units do not provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T C OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Special General Partner or Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemption. B. Notwithstanding Section 8.6A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time after one year following the date of issuance of any OP Units to a Limited Partner, such A Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicableherein) to require the Partnership to redeem all or a portion of the OP Common Units which have been held by such Limited Partner for at least 12 months (such OP Common Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that the terms of such OP no Partnership Units do not provide that such OP other than Common Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP under this Agreement unless the terms of such Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Dateprovide. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be delivered as a certified check payable to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of RedemptionDate. B. Notwithstanding Section 8.6A above8.6.A, if a Limited Partner has delivered to the General Partner a Notice of Redemption Redemption, then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the CharterSection 8.6.D), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (calculated as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered UnitsUnits for cash. The General Partner Company shall promptly give such Tendering Partner written notice of its electionelection (the “REIT Shares Election”) on or before the close of business on the fifth (5th) Business Day after its receipt of the Notice of Redemption, and the Tendering Partner may elect to withdraw its redemption request at any time prior to before the acceptance close of business on the cash or fifth (5th) Business Day after the Tendering Partner receives the REIT Shares Amount by such Tendering PartnerElection. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicableClass A Common Shares, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Class A Common Shares entered into by the Tendering Partner. Notwithstanding Subject to Section 8.6.G, notwithstanding any delay in such delivery (but subject to Section 8.6E8.6.D), the Tendering Partner shall be deemed the owner of such REIT Class A Common Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date., unless the Tendering Partner elects to withdraw its redemption request in accordance with Section 8.6.B. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered Subject to Section 8.6.G but notwithstanding anything to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, contrary in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Class A Common Shares to the extent the ownership or right to acquire REIT Class A Common Shares pursuant to such exchange by such Partner on the Specified Redemption Date could would cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, Person to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or other exchange for REIT Shares would be in violation of this Section 8.6E8.6.D, it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. E. Notwithstanding anything herein to the contrary in this Agreement (but subject to Section 8.6E8.6.D), with respect to any Redemption or other exchange for REIT Class A Common Shares pursuant to this Section 8.6: (1) All OP Partnership Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partnership Interests and held by the Company in its capacity as a Limited Partner Interests comprised of in the same number and class of OP UnitsPartnership. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution by the Partnership and before the record date established by the General Partner for a distribution to its stockholders shareholders of some or all of its portion of such distributiondistribution by the Partnership, provided that the distribution by the General Partner occurs within 30 Business Days of the distribution by the Partnership. (53) The consummation of any Redemption or other exchange for REIT Class A Common Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (64) Each Tendering Partner shall continue to own all OP Common Units subject to any Redemption or other exchange for REIT Class A Common Shares, and be treated as a Limited Partner with respect to such OP Common Units for all purposes of this Agreement, until such OP Units are transferred Tendering Partner is deemed the owner of such REIT Class A Common Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, under the terms of this Agreement. F. The General Partner shall take all actions necessary to effect any registration of REIT Class A Common Shares under the Securities Act, the Exchange Act and the securities or “blue sky” laws of any state or other jurisdiction, and appropriate actions ancillary thereto, as may be required in connection with any Redemption or other exchange for REIT Class A Common Shares as promptly as practicable. G. Notwithstanding anything in this Section 8.6 to the General Partner contrary, the ESL Holders (to the extent they are Limited Partners) shall have the right to sell any or all Common Units which shall have been held by it or them for at least 12 months to one or more investment banks or other underwriters (collectively, the “Redemption Underwriter”), which shall then have the right, by delivery of a Notice of Redemption indicating an “Underwriter Redemption” as set forth therein, to require the Partnership to redeem such Common Units (which shall be deemed to be Tendered Units for purposes of this Agreement) for REIT Class A Common Shares in accordance with this Section 8.6 and paid in connection with a public offering; provided that: (1) The Redemption Underwriter shall be required to redeem no fewer than all Tendered Units and such Tendered Units shall be exchanged only for or exchanged on the REIT Shares Amount (calculated as of the Specified Redemption Date. Until a Specified Redemption Date) and not for cash and without discretion of, election by, or notice to or from the General Partner or any other Person; (2) The General Partner shall deliver or cause to be delivered to the transfer agent for the REIT Class A Common Shares upon the written order of the Tendering Partner or the Redemption Underwriter, on the date set forth in such order, a confirmation of book-entry transfer of shares representing such REIT Class A Common Shares, issued in such name or names as the Tendering Partner or the Redemption Underwriter shall have direct. The Redemption Underwriter may provide a Notice of Redemption prior to becoming the legal owner of the Tendered Units with the delivery of the REIT Class A Common Shares to the Redemption Underwriter being conditioned upon the delivery of the Tendered Units. The General Partner shall deliver or cause to be delivered the REIT Class A Common Shares no rights later than three Business Days following being provided with the Redemption Notice and, on or before such third Business Day, immediately following the surrender of the Tendered Units; (3) The Redemption Underwriter shall not be treated as a stockholder of the General Limited Partner with respect to such Tendering Partner’s OP Units.Common Units for purposes of this Agreement, except to the extent necessary to effectuate the transaction contemplated by this Section 8.6.G and matters ancillary thereto and as required by applicable law; G. In the event that the (4) The Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, and the General Partner shall make such revisions take all steps reasonably requested by the Redemption Underwriter in order to this Section 8.6 as it determines are necessary to reflect facilitate settlement in the proposed underwritten offering; and (5) The issuance of such additional Partnership Interests. H. Notwithstanding REIT Class A Common Shares upon such exchange shall be made without charge for 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate stamp or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange similar tax in respect of Tendered Units and the Cash Amount or the REIT Shares Amountsuch issuance; provided, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, that the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and pay to the Tendering General Partner shall contribute the excess of the amount of any tax required to which may be withheld over the Cash Amount payable in respect of any transfer involved in such issuance or REIT Shares Amount before such excess taxes are required to be paid establish to the taxing authorityreasonable satisfaction of the General Partner that such tax has been paid.

Redemption Rights. A. At any time On or after one the first (1st) year following anniversary of the date of issuance of any OP Units to a Limited PartnerEffective Date, such Limited Partner each Non-Managing Member shall have the right (the “Redemption Right”) (subject to the terms and conditions set forth herein and in any other such agreement, as applicableherein) to require the Partnership Company to redeem all or a portion of the OP Non-Managing Member Units held by such Limited Partner Non-Managing Member (all such OP Non-Managing Member Units being hereafter referred to as called “Tendered Units”Units “) in exchange for the Cash Amount payable on the Specified Redemption Date (a the “Redemption”Redemption “); provided provided, however, that at the terms election of such OP Units do not provide that such OP Units are not entitled and in the sole and absolute discretion of the Managing Member, the Managing Member may elect to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between assume the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, Company’s obligation with respect to any OP Units so redeemedthe Redemption (though such assumption shall not relieve the Company from such obligation in the event the Managing Member fails to fulfill such obligation) and, at the election of and in the sole and absolute discretion of the Managing Member, to receive any distributions paid satisfy the Redemption by (i) paying either the Cash Amount payable on the Specified Redemption Date or after (ii) delivering a number of REIT Shares equal to the REIT Shares Amount payable on the Specified Redemption Date. . B. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner Company by the Limited Partner who is Non-Managing Member exercising the right Redemption Right (the “Tendering PartnerParty”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemption. B. Notwithstanding Section 8.6A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of On the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner Party shall sell the Tendered Units to the General Partner Company or the Managing Member, as the case may be, in exchange for accordance with this Section 8.6. Any Tendered Units assumed by the Managing Member pursuant to this Section 8.6 shall be held by the Managing Member as Non-Managing Member Units with all the rights and preferences relating thereto as provided in this Agreement. The Tendering Party shall submit (i) such information, certification or affidavit as the Company may reasonably require in connection with the Ownership Limit and (ii) in the event the REIT Shares Amountissuable upon such Redemption are not registered for resale under the Securities Act, such written representations, investment letters, legal opinions or other instruments necessary, in the Company’s view, to effect compliance with the Securities Act. In such eventIf a Cash Amount is to be delivered upon the Redemption, the Tendering Partner Cash Amount shall have no right be delivered as a certified check payable to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner Party or, in the Company’s or Managing Member’s sole discretion, as the case may elect be, in immediately available funds via wire transfer to withdraw its redemption request at any time prior an account or account(s) specified by the Tendering Party. If REIT Shares are to be delivered upon the acceptance of Redemption, the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered by the Managing Member as duly authorized, validly issued, fully paid and nonassessable REIT Shares (and, if applicable, Rights), free of any pledge, lien, encumbrance or restriction, other than those the Ownership Limit, and other restrictions provided in the Charter, Charter or the Bylaws of the General Partner, Managing Member in the event the REIT Shares issuable upon such Redemption are not registered for resale under the Securities Act, the Securities Act and relevant state securities or “blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the sky” laws. The Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E), the Tendering Partner Party shall be deemed the owner of such REIT Shares and Rights for all purposes, including including, without limitation, rights to vote or consent, and receive dividends, and exercise rights, as of the Specified Redemption Date. D. Each Limited Partner covenants and agrees with . REIT Shares issued upon an acquisition of the General Partner that all Tendered Units shall be delivered by the Managing Member pursuant to this Section 8.6 may contain such legends regarding restrictions on Transfer or ownership to protect the General Partner free Managing Member’s tax status as a REIT and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any the REIT Shares issuable upon such Redemption are not registered for resale under the Securities Act, restrictions under the Securities Act and applicable state securities laws as the Managing Member in good faith determines to be necessary or local property transfer tax is payable as a result of the transfer of its Tendered Units advisable in order to the General Partner (or its designee), ensure compliance with such Partner shall assume and pay such transfer taxlaws. E. C. Notwithstanding the provisions of Section 8.6ASections 8.6.A and B hereof, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i) the following shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6apply: (1) All OP no Non-Managing Member, Assignee of a Non-Managing Member or any Substituted Member of a Non-Managing Member shall have any right to tender for Redemption (whether for the REIT Shares Amount or the Cash Amount) any Excess LLC Units acquired held by such Non-Managing Member. The Managing Member shall have no obligation to acquire Excess LLC Units, whether for the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of REIT Shares Amount or the same number and class of OP Units.Cash Amount; (2) A Limited Partner No Non-Managing Member, Assignee or Substituted Member or any Substituted Member of a Non-Managing Member may not effect a exercise the Redemption for less Rights pursuant to Section 8.6.A and B hereof more than one thousand (1,0001) OP Units or, if time during any Calendar Quarter. In determining whether such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only limit has been reached during any calendar year with respect to any Non-Managing Member or Substituted Member, it is understood and agree that the exercise of the Redemption rights by any Assignee of such Non-Managing Member or Substituted Member shall be counted for all OP purposes as the exercise of such Redemption Rights by the Non-Managing Member or Substituted Member assignor. Notwithstanding the foregoing, each Non-Managing Member may exercise the Redemption Rights after the receipt of a notice of a Liquidating Event; (3) No Tendering Party may exercise the Redemption Rights pursuant to Sections 8.6.A and B as to fewer than 3,000 Non-Managing Member Units (unless they constitute all of the Non-Managing Member Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year.Party); (4) Without the consent No Tendering Party may deliver a Notice of the General Partner, a Limited Partner may not effect a Redemption during the period after from December 1 of any year through January 1 of the Partnership Record following year, nor shall any Specified Redemption Date with respect to a distribution and before occur during the record date established by period from December 21 of any year through January 22 of the General Partner for a distribution to its stockholders of some or all of its portion of such distribution.following year; and (5) The consummation of any Redemption or exchange for REIT Shares Each Tendering Party shall be subject pay to the expiration or termination Managing Member the sum of $1,500 as the applicable waiting period, if any, under stipulated and agreed upon reimbursement cost for the XxxxManaging Member’s administrative overhead and out-Xxxxxof-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any pocket costs in connection with such Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership InterestsSections 8.6. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time (a) On or after one year following the date of issuance of specified in any agreement to which OP Units to a Limited Partnerare issued, such each Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require cause the Partnership to redeem purchase all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that ) unless the terms of such OP Units do not or a separate agreement entered into between the Partnership and the holder of such OP Units provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of on the Specified Redemption Date in accordance with the instructions set forth in the Notice of RedemptionDate. B. (b) Notwithstanding Section 8.6A 8.06(a) above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion discretion, (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), ) elect to assume and satisfy the Partnership’s Redemption obligation and acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and election on or before the Tendering Partner may elect to withdraw close of business on the fifth Business Day after the its redemption request at any time prior to the acceptance receipt of the cash or REIT Shares Amount by such Tendering PartnerNotice of Redemption. C. (c) The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, Charter or the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.06(e)), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the REIT Shares for which the Partnership Units might be exchanged shall also bear such restrictive legends that the General Partner determines are appropriate to mxxx transfer, ownership or other restrictions and limitations applicable to the REIT Shares. D. (d) Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Limited Partner shall assume and pay such transfer tax. E. (e) Notwithstanding the provisions of Section 8.6A8.06(a), 8.6B8.06(b), 8.6C 8.06(c) or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, Person to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter of the General Partner and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E8.06(e), it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. (f) Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.06(e)), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: 8.06: (1i) All a portion of the OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be General Partner Interests and all other OP Units shall be deemed to be Limited Partner Interests comprised and held by the General Partner in its capacity as a Limited Partner in the Partnership such that, immediately after such Redemption, the requirements of Section 4.01(b) continue to be met; (ii) without the consent of the same number and class General Partner, each Limited Partner may effect a Redemption only one time in each fiscal quarter; (iii) without the consent of OP Units. (2) A the General Partner, each Limited Partner may not effect a Redemption for less than one thousand (1,000) 1,000 OP Units or, if such the Limited Partner holds less than one thousand (1,000) 1,000 OP Units, such Partner may effect a Redemption only with respect to all of the OP Units held by such Limited Partner. ; (3iv) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without without the consent of the General Partner, a each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. ; (5v) The the consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the XxxxHxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. ; and (6vi) Each each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Limited Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. (g) In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B4.03, the General Partner shall make such revisions to this Section 8.6 8.06 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time On or after one year following the date of issuance of fourteen (14) months after (i) the Effective Date, with respect to the Partnership Units acquired on or contemporaneously with the Effective Date, (ii) the respective Option Agreement Effective Date, with respect to the Partnership Units received pursuant to Option Agreements, (iii) the ROFO Agreement Effective Date, with respect to the Partnership Units received pursuant to the ROFO Agreement, or on or after such later date as expressly provided in an agreement entered into between the Partnership and any OP Units to a Limited Partner, such each Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Partnership Units held by such Limited Partner (such OP Partnership Units being hereafter referred to as “"Tendered Units”") in exchange for the Cash Amount (a “"Redemption”"); provided that the terms of such OP Partnership Units do not provide that such OP Partnership Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Partnership Units, all OP Units, including Class A OP Partnership Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Partnership Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “"Tendering Partner”"). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of RedemptionDate. B. Notwithstanding Section 8.6A 8.6.A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion discretion, (subject to the limitations on ownership and transfer of REIT REFT Shares set forth in the Charter), ) elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.6.E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the REIT Shares for which the Partnership Units might be exchanged shall also bear a legend which generally provides the following: THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE CORPORATION'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST ("REIT") UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE CORPORATION'S ARTICLES OF AMENDMENT AND RESTATEMENT, (i) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE CORPORATION'S COMMON STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING COMMON STOCK OF THE CORPORATION; (ii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF COMMON STOCK THAT WOULD RESULT IN THE CORPORATION BEING "CLOSELY HELD" UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (iii) NO PERSON MAY TRANSFER SHARES OF COMMON STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF COMMON STOCK IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP ARE VIOLATED, THE SHARES OF COMMON STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE CORPORATION MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND THAT ARE DEFINED IN THE ARTICLES OF AMENDMENT AND RESTATEMENT OF THE CORPORATION SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE ARTICLES OF AMENDMENT AND RESTATEMENT OF THE CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SHARES OF COMMON STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Limited Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A8.6. A, 8.6B8.6.B, 8.6C 8.6.C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, Person to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E8.6.E, it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.6.E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Partnership Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited General Partner Interests comprised of the same number and class of OP Partnership Units. (2) A Without the consent of the General Partner, each Limited Partner may not effect a Redemption for less than one thousand (1,000) OP 1,000 Partnership Units or, if such the Limited Partner holds less than one thousand (1,000) OP 1,000 Partnership Units, such Partner may effect a Redemption only with respect to all OP of the Partnership Units held by such Limited Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (54) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (65) Each Tendering Partner shall continue to own all OP Partnership Units subject to any Redemption or exchange for REIT Shares, and be treated as a Limited Partner with respect to such OP Partnership Units for all purposes of this Agreement, until such OP Partnership Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP 's Partnership Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B4.3.B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At (i) If any time outstanding Series B Preferred Units remain outstanding on the 14th anniversary after one year following the date of issuance of any OP the Series B Preferred Units to (the “Series B Mandatory Redemption Date“), then the holders of a Limited Partner, such Limited Partner majority of the then outstanding Series B Preferred Units shall have the right to elect to have the Company redeem all outstanding Series B Preferred Units from funds legally available therefor, in the manner provided in this Section 2.6(c), at a price per unit equal to $1,000 (subject the “Series B Original Issue Price“ and, together with the Series A Original Issue Price and the Common Unit Original Issue Price, the “Original Issue Price“) plus an amount per unit equal to full cumulative dividends (whether or not earned or declared) accrued and unpaid thereon (including Series B Additional Dividends) to the terms Series B Mandatory Redemption Closing Date (defined below) (such redemption, a “Series B Mandatory Redemption“). Notice of such an election by holders of Series B Preferred Units (the “Series B Mandatory Redemption Notice“) shall be given by such holders to the Company at least 90 days prior to the date redemption is desired (the “Series B Mandatory Redemption Closing Date“). In the event that the Company makes an affirmative election to be treated as a corporation for Federal income tax purposes or the Company is converted to a corporation under Delaware (or other state) law, whether by operation of law, merger or otherwise, then the Company shall have the right to extend the Series B Mandatory Redemption Date to a date that is twenty years and conditions one day past the date of the resulting issuance of the preferred stock of the resulting corporation or the date of the deemed or actual conversion (or exchange) of the Series B Preferred Units into (or for) preferred stock of the resulting corporation, whichever is applicable. Notwithstanding anything to the contrary set forth herein herein, the holders of Series B Preferred Units shall not be entitled to exercise the redemption rights described in this Section 2.6(c)(i) during the time any Series A Preferred Units remain outstanding. (ii) The Series B Preferred Units may be redeemed from funds legally available therefor, in whole or in part, at the election of the Company, expressed by resolution of the Board of Directors, at any time and in any other such agreement, as applicablefrom time to time at a price per unit equal to the Series B Original Issue Price plus an amount per unit equal to full cumulative dividends (whether or not earned or declared) accrued and unpaid thereon (including Series B Additional Dividends and all dividends which have accrued since the most recent Series B Dividend Accrual Date) to require the Partnership to redeem all or a portion date of the OP Units held by such Limited Partner optional redemption (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (redemption, a “Series B Optional Redemption”“); provided that in the terms of such OP Units do not provide event that such OP Units are not entitled the Company makes an affirmative election to be treated as a corporation for Federal income tax purposes or the Company is converted to a right corporation under Delaware (or other state) law, whether by operation of Redemption. Unless otherwise expressly provided in this Agreement law, merger or in a separate agreement entered into between otherwise, then the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner Company shall have no rightright to make a Series B Optional Redemption until the date that is twenty years and one day past the date of the resulting issuance of the preferred stock of the resulting corporation or the date of the deemed or actual conversion (or exchange) of the Series B Preferred Units into (or for) preferred stock of the resulting corporation, whichever is applicable. The date of any Series B Optional Redemption is hereinafter referred to as a “Series B Optional Redemption Date.” (iii) The aggregate amount of any redemption pursuant to paragraph (i) or (ii) above is hereinafter referred to as the “Series B Redemption Price“ with respect to such redemption. Each of the Series B Mandatory Redemption Closing Date and the date of any OP Units so redeemed, Series B Optional Redemption is hereinafter referred to receive any distributions paid on or after the Specified individually as a “Series B Redemption Date. .” (iv) Any Redemption redemption pursuant to this Section 2.6(c) shall be exercised pursuant to a Notice of Redemption delivered to accomplished in the General Partner by manner and with the Limited Partner who is exercising the right (the “Tendering Partner”effect as set forth in this Section 2.6(c). The Cash Amount In the event that a Series B Mandatory Redemption Notice is given or the Company elects to make a Series B Optional Redemption, notice of the redemption of Series B Preferred Units shall be payable sent to each holder of record, at the Tendering Partner within close of business on the Business Day on which the Series B Mandatory Redemption Notice is given in the case of a Series B Mandatory Redemption, or on the record date for such redemption in the case of a Series B Optional Redemption, at such holder’s address as the same appears on the books of the Company not less than ten (10) days of the Specified Redemption Date in accordance with the instructions set forth in the Notice of Redemption. B. Notwithstanding Section 8.6A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner may, in its sole and absolute discretion not more than sixty (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date60) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time days prior to the acceptance Series B Redemption Date. Each such notice shall state (A) the Series B Redemption Date, (B) whether the redemption is a Series B Mandatory Redemption or Series B Optional Redemption, (C) the place or places where such units are to be surrendered, (D) that the holder is to surrender the units at the place of redemption and (E) that dividends on the Series B Preferred Units shall cease to accrue on the Series B Redemption Date. If less than all the outstanding Series B Preferred Units are to be redeemed, the selection of units for redemption shall be made pro rata and the notice of redemption to a holder shall state the number of Series B Preferred Units of such holder to be redeemed. The portion of the cash or REIT Shares Amount by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free applicable Series B Redemption Price to which each holder of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws record of the General Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect Series B Preferred Units to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units redeemed is entitled shall be delivered to the General Partner free holder at the holder’s address as the same appears on the books of the Company; provided, however, that the full amount of the applicable Series B Redemption Price may instead be deposited (such deposit, the “Series B Deposit“) on or before the applicable Series B Redemption Date in trust for the account of the holders of Series B Preferred Units entitled thereto with a bank or trust company in good standing doing business in the State of New York and clear having capital and surplus of at least $100,000,000 (the date of such deposit being hereinafter referred to as the “Series B Date of Deposit“). Notice of the date on which, and the name and address of the bank or trust company with which, the Series B Deposit has or will be made shall be included in the notice of redemption. (v) On and after the applicable Series B Redemption Date (unless default shall be made by the Company in providing money for the payment of the Series B Redemption Price pursuant to the notice of redemption), or if the Company shall make a Series B Deposit on or before the date specified therefor in the notice of redemption, then on and after the Series B Date of Deposit (provided notice of redemption has been duly given), all liensdividends on the Series B Preferred Units so called for redemption shall cease to accrue, claims and encumbrances whatsoever the notice of redemption shall so state, and, notwithstanding that any certificate for Series B Preferred Units is not surrendered for cancellation, the units represented thereby shall no longer be deemed outstanding and should all rights of the holders thereof of the Company shall cease and terminate, except the right to receive the Series B Redemption Price (without interest) as hereinafter provided. (vi) At any time on or after the applicable Series B Redemption Date, or if the Company shall make a Series B Deposit prior to the Series B Redemption Date, then at any time on or after the Series B Date of Deposit, which time shall be specified by the Company in the notice of redemption and which shall not be later than the applicable Series B Redemption Date, the holders of record of the Series B Preferred Units to be redeemed shall be entitled to receive the Series B Redemption Price upon actual delivery to the Company, or in the case of a Series B Deposit, then the bank or trust company with which such Series B Deposit shall be made, of certificates for the units to be redeemed, such certificates, if required, to be duly endorsed in blank or accompanied by proper instruments of assignment and transfer duly endorsed in blank. The making of such delivery to the Company or any such liensbank or trust company (if applicable) shall not relieve the Company of liability for payment of the Series B Redemption Price. (vii) Any Series B Deposit funds which remain unclaimed by the holders of such Series B Preferred Units at the end of two (2) years after the Series B Redemption Date shall be paid by the bank or trust company to the Company, claims and/or encumbrances exist or arise with respect which shall thereafter, to such Tendered Unitsthe extent of the money so repaid, be liable for the payment of the Series B Redemption Price. Any interest accrued on any Series B Deposit shall be paid to the Company from time to time. (viii) Notwithstanding anything to the contrary set forth herein, the General Partner shall be amounts paid to each holder of Series B Preferred Units under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of this Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement, a Limited Partner (i2.6(c) shall not be entitled to effect a Redemption for cash in excess of the positive balance in the Series B Preferred Unit Capital Account of such holder (after taking into account any allocation of income, gain, loss or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares deductions pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E, it shall be null and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes Article IV of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units). G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At any time On or after one year following the date of issuance of any 12 months after the Effective Date, with respect to the OP Units to a (including any Contingent Conversion Units that are converted into OP Units) acquired on or contemporaneously with the Effective Date, each Limited Partner (other than the Parent Limited Partner, such Limited Partner ) shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as “Tendered Units”) in exchange for the Cash Amount (a “Redemption”); provided that ) unless the terms of such OP Units do not or a separate agreement entered into between the Partnership and the holder of such OP Units provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunder. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Limited Partner who is exercising the right (the “Tendering Partner”). The Cash Amount shall be payable to the Tendering Partner within ten (10) days of on the Specified Redemption Date in accordance with the instructions set forth in the Notice of RedemptionDate. B. Notwithstanding Section 8.6A 8.6.A above, if a Limited Partner has delivered to the General Partner a Notice of Redemption then the General Partner Parent may, in its sole and absolute discretion discretion, (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter), ) elect to assume and satisfy the General Partner’s Redemption obligation and acquire some or all of the Tendered Units from the Tendering Partner in exchange for the REIT Shares Amount (as of the Specified Redemption Date) and, if the General Partner Parent so elects, the Tendering Partner shall sell the Tendered Units to the General Partner Parent in exchange for the REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner Parent shall promptly give such Tendering Partner written notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance of the cash or REIT Shares Amount by such Tendering Partner. Assuming the Parent exercises its option to deliver REIT Shares, the Parent shall contribute the Tendered Units to the General Partner and/or the Parent Limited Partner, as the case may be. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, Charter or the Bylaws of the General PartnerParent, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.6E8.6.E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the REIT Shares for which the Partnership Units might be exchanged shall also bear a legend which generally provides the following: THE SHARES OF CAPITAL STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE COMPANY’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE COMPANY’S ARTICLES OF AMENDMENT AND RESTATEMENT, (i) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE COMPANY’S COMMON STOCK IN EXCESS OF [ • %] (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING COMMON STOCK OF THE COMPANY OR SHARES OF THE COMPANY’S CAPITAL STOCK IN EXCESS OF [ • %] (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING CAPITAL STOCK OF THE COMPANY; (ii) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK THAT WOULD RESULT IN THE COMPANY BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE COMPANY TO FAIL TO QUALIFY AS A REIT; AND (iii) NO PERSON MAY TRANSFER SHARES OF COMMON STOCK IF SUCH TRANSFER WOULD RESULT IN THE COMMON STOCK OF THE COMPANY BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE COMPANY. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP IS VIOLATED, THE SHARES OF CAPITAL STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE COMPANY MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND THAT ARE DEFINED IN THE ARTICLES OF AMENDMENT AND RESTATEMENT OF THE COMPANY SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN THE ARTICLES OF AMENDMENT AND RESTATEMENT OF THE COMPANY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF SHARES OF CAPITAL STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE. D. Each Limited Partner covenants and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Limited Partner shall assume and pay such transfer tax. E. Notwithstanding the provisions of Section 8.6A8.6.A, 8.6B8.6.B, 8.6C 8.6.C or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, Person to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter of the Parent and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To the extent any attempted Redemption or exchange for REIT Shares would be in violation of this Section 8.6E8.6.E, it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchange. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E8.6.E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: : (1i) All all OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited General Partner Interests comprised of the same number and class of OP Units. ; (2ii) A without the consent of the General Partner, each Limited Partner may not effect a Redemption for less than one thousand (1,000) 1,000 OP Units or, if such the Limited Partner holds less than one thousand (1,000) 1,000 OP Units, such Partner may effect a Redemption only with respect to all of the OP Units held by such Limited Partner. ; (3iii) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without without the consent of the General Partner, a each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders shareholders of some or all of its portion of such distribution. ; (5iv) The the consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. ; and (6v) Each each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Limited Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder shareholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B4.3, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. 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 Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.

Redemption Rights. A. At Subject to Section 8.4.B or C, on or at any time after one year following the date of issuance of any OP Units to a Limited PartnerInitial Redemption Date, such each Special Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable“Redemption Right”) to require the Partnership to redeem on a Specified Redemption Date all or a portion of the OP Partnership Units held by such Special Limited Partner (for the Share Redemption Amount to be delivered by the Partnership; provided, however, that, at the option of the General Partner, such OP Partnership Units being hereafter referred to as “Tendered Units”) in exchange may be redeemed for the Cash Redemption Amount (a “Redemption”); provided that to be delivered by the terms of such OP Units do not provide that such OP Units are not entitled to a right of Redemption. Unless otherwise expressly provided in this Agreement or in a separate agreement entered into between the Partnership and the holders of such OP Units, all OP Units, including Class A OP Units and Class T OP Units, shall be entitled to a right of Redemption hereunderPartnership. The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption Right shall be exercised pursuant to a Notice of Redemption delivered to the General Partner by the Special Limited Partner who is exercising the right Redemption Right (the “Tendering Redeeming Partner”). A Special Limited Partner may not exercise the Redemption Right for fewer than one thousand (1,000) Partnership Units or, if such Special Limited Partner holds fewer than one thousand (1,000) Partnership Units, all of the Partnership Units held by such Special Limited Partner. The Cash Redeeming Partner shall have no right, with respect to any Partnership Units so redeemed, to receive any distributions paid after the Specified Redemption Date. The Assignee of any Special Limited Partner may exercise the rights of such Special Limited Partner pursuant to this Section 8.4, and such Special 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 Special Limited Partner’s Assignee. In connection with any exercise of such rights by such Assignee on behalf of such Special Limited Partner, the Redemption Amount shall be payable delivered by the Partnership directly to such Assignee and not to such Special Limited Partner. B. Following the Tendering Partner within ten (10) days date that at least 50% of the Specified Redemption Partnership Units held by the Special Limited Partners immediately following the Effective Date have been redeemed in accordance with the instructions set forth in the Notice provisions of Redemption. B. Notwithstanding Section 8.6A above8.4, if a Limited Partner has delivered to LXP or the General Partner may require the remaining Special Limited Partners to redeem their Partnership Units for the Redemption Amount to be delivered by the Partnership. The right of the General Partner under this Section 8.4.B shall be exercised pursuant to a Notice notice delivered to all remaining Special Limited Partners. Such redemption shall be effective on the date specified in the notice, which date shall be at least 30 days after the notice is sent to the Special Limited Partners. C. At any time that (i) LXP shall be considering a sale of Redemption all or substantially all of its assets, or a merger, consolidation, stock issuance, stock redemption or other similar transaction that would result in a change in the beneficial ownership of LXP by 50% or more, or (ii) the Partnership shall be considering a sale of all or substantially all of its assets or a merger, consolidation, or issuance or redemption of Partnership Interests which would result in a change in the beneficial ownership in Partnership capital or profits of 50% or more, then the General Partner mayshall have the right to redeem the Partnership Units held by all, in its sole and absolute discretion (subject to the limitations on ownership and transfer of REIT Shares set forth in the Charter)but not less than all, elect to acquire some or all of the Tendered Units from the Tendering Partner in exchange Additional Limited Partners for the REIT Shares Redemption Amount (as provided that such redemption is contingent upon the completion of the Specified Redemption Date) and, if the General Partner so elects, the Tendering Partner shall sell the Tendered Units to the General Partner in exchange for the REIT Shares Amountsuch transaction. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The General Partner shall promptly give such Tendering Partner written provide notice of its election, and the Tendering Partner may elect to withdraw its redemption request at any time prior to the acceptance Limited Partners and such Limited Partners shall be required to surrender their Partnership Units for cancellation. The rights of such Additional Limited Partners shall be limited to the receipt of the cash or Redemption Amount . D. In connection with any REIT Shares Amount delivered to any Additional Limited Partner upon the redemption of Partnership Units held by such Tendering Partner. C. The REIT Shares Amount, if applicable, shall be delivered as duly authorized, validly issued, fully paid and nonassessable REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the Charter, the Bylaws of the General Additional Limited Partner, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect it is intended that such Additional Limited Partner be able to resell publicly such REIT Shares entered into by pursuant to the Tendering Partnerprovisions of Rule 144 under the Securities Act of 1933, but without the need to comply with the holding period requirements of Rule 144(d). Notwithstanding To the extent that counsel to LXP reasonably determines that resales of any delay in such delivery (but subject to Section 8.6E), the Tendering Partner shall be deemed the owner of such REIT Shares for all purposes, including without limitation, rights cannot be made pursuant to vote or consentthe provisions of Rule 144, and receive dividendswithout the need to comply with the holding period requirements of Rule 144(d), LXP agrees, at its sole cost and expense, if requested by Special Limited Partners representing a majority of the Partnership Units (including REIT Shares delivered upon exchange of such Partnership Units) held by such Special Limited Partners, or by Additional Limited Partners representing a majority of the Partnership Units (including REIT Shares delivered upon the exchange of such Partnership Units) held by such class of Additional Limited Partners, to include REIT Shares that may be (or already have been) acquired by any Special Limited Partner or any Additional Limited Partner, as the case may be, in an effective registration statement under the Securities Act of 1933; provided that LXP’s obligations to include such REIT Shares in such an effective registration statement shall be conditioned upon Special Limited Partners representing a majority of the Specified Redemption Date. D. Each Partnership Units (including REIT Shares delivered upon exchange of such Partnership Units) held by such Special Limited Partners or, where applicable, by Additional Limited Partners representing a majority of the Partnership Units (including REIT Shares delivered upon the exchange of such Partnership Units) held by such class of Additional Limited Partners, agreeing to be bound by a customary registration rights agreements to be prepared by LXP. In addition, any Additional Limited Partner covenants whose REIT Shares are included in such registration statement must also agree to be bound by the terms and agrees with the General Partner that all Tendered Units shall be delivered to the General Partner free and clear provisions of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the General Partner shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the General Partner (or its designee), such Partner shall assume and pay such transfer taxregistration rights agreement. E. Notwithstanding the provisions of Section 8.6A, 8.6B, 8.6C or any other provision of this Agreement8.4.A, a Limited Subsequent Partner (i) shall not be entitled to effect a exercise the Redemption for cash or an exchange for Right pursuant to Section 8.4.A if the delivery of REIT Shares to the extent the ownership or right to acquire REIT Shares pursuant to such exchange by such Subsequent Partner on the Specified Redemption Date could cause such Partner or any other Person, or, in the opinion of counsel selected by the General Partner, may cause such Partner or any other Person, to violate the restrictions on ownership and transfer of REIT Shares set forth in the Charter and (ii) shall have no rights under this Agreement to acquire REIT Shares which would otherwise be prohibited under the Charter. To Declaration of Trust and shall be subject in any event to the extent any attempted Redemption or exchange for issuance of REIT Shares would be being in violation of this Section 8.6E, it shall be null compliance with all applicable Federal and void ab initio and such Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the REIT Shares otherwise issuable upon such exchangeState securities laws. F. Notwithstanding anything herein to the contrary (but subject to Section 8.6E), with respect to any Redemption or exchange for REIT Shares pursuant to this Section 8.6: (1) All OP Units acquired by the General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be Limited Partner Interests comprised of the same number and class of OP Units. (2) A Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if such Partner holds less than one thousand (1,000) OP Units, such Partner may effect a Redemption only with respect to all OP Units held by such Partner. (3) A Tendering Partner may not effect more than two (2) Redemptions in a single calendar year. (4) Without the consent of the General Partner, a Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution. (5) The consummation of any Redemption or exchange for REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended. (6) Each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for REIT Shares, and be treated as a Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the General Partner and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a stockholder of the General Partner with respect to such Tendering Partner’s OP Units. G. In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.4B, the General Partner shall make such revisions to this Section 8.6 as it determines are necessary to reflect the issuance of such additional Partnership Interests. H. Notwithstanding any other provision of this Agreement, upon the occurrence of a Capital Event prior to the Specified Redemption Date, the proceeds of which are distributed to the Partners, and ultimately proportionately to the shareholders of LXP, the Percentage Interest of each Partner shall, from the date of such Capital Event, be equal to (i) the product of (a) such Partner’s Percentage Interest prior to such Capital Event and (b) the difference between (x) the fair market value of the assets of the Partnership and (y) any amounts distributed to such Partner as a result of the Capital Event, divided by (ii) the fair market value of the assets of the Partnership after such distribution. The General Partner is authorized shall adjust the number of Partnership Units owned by each Partner to take any action that it determines to be necessary or appropriate to cause appropriately reflect the partnership to comply with any withholding requirements established under the Code or any other federal, state or local law that apply upon a Redemption or exchange of Tendered Units. If a Tendering Partner believes that it is exempt from withholding upon a Redemption or exchange of Tendered Units, such Partner must furnish the General Partner a FIRPTA certificate or other documentation requested adjustments made by the General Partner is a form acceptable to the General Partner. If the Partnership or the General Partner is required to withhold and pay over to any taxing authority any amount upon a Redemption or exchange of Tendered Units and the Cash Amount or the REIT Shares Amount, as the case may be, equals or exceeds the amount of tax required to be withheld, the amount withheld shall be treated as an amount received by such Partner in redemption of its Tendered Units. If the Cash Amount or the REIT Shares Amount, as the case may be, is less than the amount of tax required to be withheld, the Tendering Partner shall not receive any Cash Amount or REIT Shares Amount, and the Tendering Partner shall contribute the excess of the amount of tax required to be withheld over the Cash Amount or REIT Shares Amount before such excess taxes are required to be paid to the taxing authority.this Section 8.4.F.