Common use of Representations and Warranties of the Grantee Clause in Contracts

Representations and Warranties of the Grantee. The Grantee represents, warrants and agrees as follows: (a) The Grantee (i) has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of the investment in the Class B Shares; (ii) is capable of bearing the economic risks associated with the investment in the Class B Shares; (ii) has been provided the opportunity to ask questions and receive answers concerning the Corporation and to obtain any additional information which the Corporation possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished to it; and (iv) will acquire the Class B Stock for its own account and not with a view toward, or for resale in connection with, the sale or distribution thereof. (b) The Grantee understands that the Option and the Class B Shares issuable upon exercise thereof are being offered and sold to it in reliance on specific exemptions from the registration requirements of the U.S. federal and state securities laws and that the Corporation is relying in part upon the truth and accuracy of, and the Grantee’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Grantee set forth herein in order to determine the availability of such exemptions and the eligibility of the Grantee to be granted the Options and acquire the Class B Shares. (c) The Grantee understands that neither the Option nor the Class B Shares have been or are being registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or sold, assigned or transferred pursuant to an exemption from registration under the Securities Act. Except as provided in Section 13 herein, the Corporation is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares without registration. (d) The certificate or certificates representing the Class B Shares to be acquired upon exercise of the Option shall contain the following legend in addition to any other legends required by the Corporation’s Certificate of Incorporation: “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933 IS IN EFFECT OR (II) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. THE ACCUMULATION OF SHARES OF COMMON STOCK BY ANY PERSON, AS DEFINED IN THE COMPANY’S CERTIFICATE OF INCORPORATION, IS RESTRICTED TO 9.2% OF THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WITHOUT REGARD TO CLASS. ANY TRANSFER WHICH CREATES AN ACCUMULATION IN EXCESS OF THAT AMOUNT VIOLATES THE CERTIFICATE OF INCORPORATION AND IS VOID. IF, NOTWITHSTANDING THE ABOVE, SUCH ACCUMULATION RESULTS, THE SHARES IN EXCESS OF 9.2% ARE SUBJECT TO CERTAIN RESTRICTIONS ON VOTING POWER AND RECEIPT OF DIVIDENDS, AND MAY BE MADE SUBJECT TO PURCHASE BY THE COMPANY. FURTHER, SUCH PERSON MAY BE REQUIRED TO INDEMNIFY THE COMPANY AGAINST TAXES INCURRED AND OTHER LOSSES RESULTING FROM (1) LOSS OF ITS TAX QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST OR (2) BECOMING A PERSONAL HOLDING COMPANY” (e) The Grantee has reviewed with his own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement and is relying solely on such advisors and not on any statements or representations of the Corporation or any of its employees or agents. (f) The Grantee understands that the Grantee (and not the Corporation) shall be responsible for his own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Representations and Warranties of the Grantee. The Grantee represents, hereby represents and warrants and agrees as followsto the Company that: (a) The Grantee has the power and authority to enter into and perform this Agreement and this Agreement constitutes a valid and legally binding obligation of the Grantee. (ib) The Grantee is in a financial position to hold the Units for an indefinite period of time and is able to bear the economic risk and withstand a complete loss of the Grantee’s investment in the Units. (c) The Grantee believes the Grantee, either alone or with the assistance of the Grantee’s own professional advisor, has such knowledge and experience in financial and business and financial matters as to be that the Grantee is capable of reading and interpreting financial statements and evaluating the merits and risks of the prospective investment in the Class B Shares; Units and has the net worth to undertake such risks. (iid) is capable The Grantee has obtained, to the extent the Grantee deems necessary, the Grantee’s own personal professional advice with respect to the tax consequences of bearing receiving, and the economic risks associated with inherent in, the investment in the Class B Shares; Units, and the suitability of an investment in the Units in light of the Grantee’s financial condition and investment needs. (iie) The Grantee believes that the investment in the Units is suitable for the Grantee based upon the Grantee’s investment objectives and financial needs, and the Grantee has adequate means for providing for the Grantee’s current financial needs and personal contingencies and has no need for liquidity of investment with respect to the Units. (f) The Grantee has had, prior to the issuance of the Units, been furnished with, and has carefully read, the LLC Agreement, and the Grantee has been provided given access to full and complete information regarding the Company and has utilized such access to the Grantee’s satisfaction for the purpose of obtaining information the Grantee believes to be relevant in making its investment decision and, particularly, the Grantee has either attended or been given reasonable opportunity to ask attend a meeting with representatives of the Company for the purpose of asking questions of, and receive receiving answers from, such representatives concerning the Corporation Company and to obtain any additional information which information, to the Corporation possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished to it; and (iv) will acquire the Class B Stock for its own account and not with a view toward, or for resale in connection withextent reasonably available, the sale or distribution thereofGrantee believes to be relevant in making its investment decision. (bg) The Grantee understands recognizes that an investment in the Option and Units involves a high degree of risk, including, but not limited to, the Class B Shares issuable upon exercise thereof are being offered and sold to it in reliance on specific exemptions risk of economic losses from the registration requirements operations of the U.S. federal and state securities laws and that the Corporation is relying in part upon the truth and accuracy of, and the Grantee’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Grantee set forth herein in order to determine the availability of such exemptions and the eligibility of the Grantee to be granted the Options and acquire the Class B SharesCompany. (ch) The Grantee understands realizes that neither (i) the Option nor acquisition of the Class B Shares Units is a long-term investment; (ii) the Grantee must bear the economic risk of investment for an indefinite period of time because the Units have not been or are being registered under the Securities Act of 1933, as amended (the “Securities Act”) ), or under the securities laws of any state securities lawsand, therefore, none of such Units can be sold unless they are subsequently registered under said laws or exemptions from such registrations are available, and there can be no assurance that any such registration will be effected at any time in the future; (iii) the Grantee may not be offered able to liquidate the Grantee’s investment in the event of an emergency or pledge any of such Units as collateral for sale, sold, assigned or transferred unless subsequently registered thereunder or sold, assigned or transferred pursuant to an exemption from registration under loans; and (iv) the Securities Act. Except as provided in Section 13 herein, the Corporation is under no obligation to register the Shares or to comply with any exemption available for sale transferability of the Shares without registrationUnits is restricted in accordance with the LLC Agreement. (di) The certificate Grantee is a bona fide resident of, is domiciled in and received the offer and made the decision to invest in the Units in the state set forth on the signature page below under “Address,” and the Units are being accepted by the Grantee in the Grantee’s name solely for the Grantee’s own beneficial interest and not as nominee for, or certificates representing on behalf of, or for the Class B Shares beneficial interest of, or with the intention to be acquired upon exercise of the Option shall contain the following legend in addition to transfer to, any other legends required by the Corporation’s Certificate of Incorporation: “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933person, AS AMENDED. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933 IS IN EFFECT OR (II) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. THE ACCUMULATION OF SHARES OF COMMON STOCK BY ANY PERSON, AS DEFINED IN THE COMPANY’S CERTIFICATE OF INCORPORATION, IS RESTRICTED TO 9.2% OF THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WITHOUT REGARD TO CLASS. ANY TRANSFER WHICH CREATES AN ACCUMULATION IN EXCESS OF THAT AMOUNT VIOLATES THE CERTIFICATE OF INCORPORATION AND IS VOID. IF, NOTWITHSTANDING THE ABOVE, SUCH ACCUMULATION RESULTS, THE SHARES IN EXCESS OF 9.2% ARE SUBJECT TO CERTAIN RESTRICTIONS ON VOTING POWER AND RECEIPT OF DIVIDENDS, AND MAY BE MADE SUBJECT TO PURCHASE BY THE COMPANY. FURTHER, SUCH PERSON MAY BE REQUIRED TO INDEMNIFY THE COMPANY AGAINST TAXES INCURRED AND OTHER LOSSES RESULTING FROM (1) LOSS OF ITS TAX QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST OR (2) BECOMING A PERSONAL HOLDING COMPANY”trust or organization. (ej) The Grantee has reviewed not retained any finder, broker, agent, financial advisor, “Purchaser Representative” (as defined in Rule 501(h) of Regulation D of the Securities Act) or other intermediary in connection with his own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement and is relying solely on agrees to indemnify and hold harmless the Company from any liability for any compensation to any such advisors intermediary retained by the Grantee and not on any statements the fees and expenses of defending against such liability or representations of the Corporation or any of its employees or agentsalleged liability. (fk) The Grantee understands that has completed Schedule A to this Agreement as to his/her status as an “Accredited Grantee” (as defined therein) and such information is true and complete. (l) The Grantee agrees promptly to notify the Company should the Grantee (and not become aware of any change in the Corporation) shall be responsible for his own tax liability that may arise as a result of information set forth in this investment or the transactions contemplated by this AgreementSection 5.

Representations and Warranties of the Grantee. The Grantee represents, hereby represents and warrants and agrees as followsto the Company that: (a) The Grantee has the power and authority to enter into and perform this Agreement and this Agreement constitutes a valid and legally binding obligation of the Grantee. (ib) Grantee is in a financial position to hold the Incentive Units for an indefinite period of time and is able to bear the economic risk and withstand a complete loss of Grantee’s investment in the Incentive Units. (c) Grantee believes Grantee, either alone or with the assistance of Grantee’s own professional advisor, has such knowledge and experience in financial and business and financial matters as to be that Grantee is capable of reading and interpreting financial statements and evaluating the merits and risks of the prospective investment in the Class B Shares; Incentive Units and has the net worth to undertake such risks. (iid) is capable Grantee has obtained, to the extent Grantee deems necessary, Grantee’s own personal professional advice with respect to the tax consequences of bearing receiving, and the economic risks associated with inherent in, the investment in the Class B Shares; Incentive Units, and the suitability of an investment in the Incentive Units in light of the Grantee’s financial condition and investment needs. (iie) Grantee believes that the investment in the Incentive Units is suitable for the Grantee based upon Grantee’s investment objectives and financial needs, and Grantee has adequate means for providing for the Grantee’s current financial needs and personal contingencies and has no need for liquidity of investment with respect to the Incentive Units. (f) The Grantee has had, prior to his purchase of the Incentive Units, been furnished with, and has carefully read, the LLC Agreement, and Grantee has been provided given access to full and complete information regarding the Issuer and the Company and has utilized such access to Grantee’s satisfaction for the purpose of obtaining information Grantee believes to be relevant in making its investment decision and, particularly, Grantee has either attended or been given reasonable opportunity to ask attend a meeting with representatives of the Company for the purpose of asking questions of, and receive receiving answers from, such representatives concerning the Corporation Company and to obtain any additional information which information, to the Corporation possesses or can acquire without unreasonable effort or expense extent reasonably available, Grantee believes to be relevant in making its investment decision; (g) Grantee recognizes that is necessary to verify an investment in the accuracy Incentive Units involves a high degree of information furnished to it; and (iv) will acquire the Class B Stock for its own account and risk, including, but not with a view toward, or for resale in connection withlimited to, the sale or distribution thereofrisk of economic losses from operations of the Company. (bh) The Grantee understands realizes that (i) the Option and the Class B Shares issuable upon exercise thereof are being offered and sold to it in reliance on specific exemptions from the registration requirements acquisition of the U.S. federal and state securities laws and that Incentive Units is a long-term investment; (ii) the Corporation is relying in part upon the truth and accuracy of, and the Grantee’s compliance with, the representations, warranties, agreements, acknowledgments and understandings purchaser of the Grantee set forth herein in order to determine Incentive Units must bear the availability economic risk of such exemptions and investment for an indefinite period of time because the eligibility of the Grantee to be granted the Options and acquire the Class B Shares. (c) The Grantee understands that neither the Option nor the Class B Shares Incentive Units have not been or are being registered under the Securities Incentive Units Act of 1933, as amended (the “Securities Act”) ), or under the securities laws of any state securities lawsand, therefore, none of such Incentive Units can be sold unless they are subsequently registered under said laws or exemptions from such registrations are available, and there can be no assurance that any such registration will be effected at any time in the future; (iii) Grantee may not be offered able to liquidate Grantee’s investment in the event of an emergency or pledge any of such Incentive Units as collateral for saleloans; and the transferability of the Incentive Units is restricted in accordance with the LLC Agreement. (i) Grantee is a bona fide resident of, soldis domiciled in and received the offer and made the decision to invest in the Incentive Units in the state set forth on the signature page below under “Address,” and the Incentive Units are being accepted by Grantee in Grantee’s name solely for Grantee’s own beneficial interest and not as nominee for, assigned or transferred unless subsequently registered thereunder on behalf of, or soldfor the beneficial interest of, assigned or transferred pursuant with the intention to an exemption from registration under transfer to, any other person, trust or organization. (j) Grantee has not retained any finder, broker, agent, financial advisor, Purchaser Representative (as defined in Rule 501(h) of Regulation D of the Securities Act. Except as provided ) or other intermediary in Section 13 herein, the Corporation is under no obligation to register the Shares or to comply connection with any exemption available for sale of the Shares without registration. (d) The certificate or certificates representing the Class B Shares to be acquired upon exercise of the Option shall contain the following legend in addition to any other legends required by the Corporation’s Certificate of Incorporation: “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933 IS IN EFFECT OR (II) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. THE ACCUMULATION OF SHARES OF COMMON STOCK BY ANY PERSON, AS DEFINED IN THE COMPANY’S CERTIFICATE OF INCORPORATION, IS RESTRICTED TO 9.2% OF THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WITHOUT REGARD TO CLASS. ANY TRANSFER WHICH CREATES AN ACCUMULATION IN EXCESS OF THAT AMOUNT VIOLATES THE CERTIFICATE OF INCORPORATION AND IS VOID. IF, NOTWITHSTANDING THE ABOVE, SUCH ACCUMULATION RESULTS, THE SHARES IN EXCESS OF 9.2% ARE SUBJECT TO CERTAIN RESTRICTIONS ON VOTING POWER AND RECEIPT OF DIVIDENDS, AND MAY BE MADE SUBJECT TO PURCHASE BY THE COMPANY. FURTHER, SUCH PERSON MAY BE REQUIRED TO INDEMNIFY THE COMPANY AGAINST TAXES INCURRED AND OTHER LOSSES RESULTING FROM (1) LOSS OF ITS TAX QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST OR (2) BECOMING A PERSONAL HOLDING COMPANY” (e) The Grantee has reviewed with his own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement and is relying solely on agrees to indemnify and hold harmless the Company from any liability for any compensation to any such advisors intermediary retained by Grantee and not on any statements the fees and expenses of defending against such liability or representations of the Corporation or any of its employees or agentsalleged liability. (fk) Grantee has completed Schedule A to this Agreement as to his/her status as an “Accredited Grantee” (as defined therein) and such information is true and complete. (l) The Grantee understands that agrees promptly to notify the Company should the Grantee (and not become aware of any change in the Corporation) shall be responsible for his own tax liability that may arise as a result of information set forth in this investment or the transactions contemplated by this AgreementSection 5.

Representations and Warranties of the Grantee. The Grantee represents, hereby represents and warrants and agrees to the Company as follows: (a) The Grantee (i) has such knowledge and experience in is aware of the Company’s business affairs and financial matters as condition and has acquired sufficient information about the Company to be capable of evaluating the merits reach an informed and risks of the investment in the Class B Shares; (ii) is capable of bearing the economic risks associated with the investment in the Class B Shares; (ii) has been provided the opportunity knowledgeable decision to ask questions and receive answers concerning the Corporation and to obtain any additional information which the Corporation possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished to it; and (iv) will acquire the Class B shares of Common Stock for its own account and not with a view toward, or for resale in connection with, constituting the sale or distribution thereofAward. (b) The Grantee understands is acquiring the shares of Common Stock constituting the Award for Xxxxxxx’s own account with the present intention of holding such securities for purposes of investment, and that the Option and the Class B Shares issuable upon exercise thereof are being offered and sold to it Grantee has no intention of distributing such shares of Common Stock or selling, transferring, or otherwise disposing of such shares of Common Stock in reliance on specific exemptions from the registration requirements a public distribution, in any of such instances, in violation of the U.S. federal and state securities laws and that the Corporation is relying in part upon the truth and accuracy of, and the Grantee’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Grantee set forth herein in order to determine the availability United States of such exemptions and the eligibility of the Grantee to be granted the Options and acquire the Class B Shares. (c) America. The Grantee understands that neither (i) the Option nor shares of Common Stock constituting the Class B Shares have been or Award are being registered “restricted securities,” as defined in Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”); (ii) or any state securities laws, and may those shares of Common Stock have not be offered for sale, sold, assigned or transferred unless subsequently been registered thereunder or sold, assigned or transferred pursuant to an exemption from registration under the Securities Act. Except as provided in Section 13 herein; (iii) those shares of Common Stock may not be distributed, re-offered or resold except through a valid and effective registration statement or pursuant to a valid exemption from the Corporation registration requirements under the Securities Act; and (iv) the Company is under no obligation to register the Shares sale, transfer, or other disposition of those shares of Common Stock under the Securities Act or to comply take any other action necessary in order to make compliance with an exemption from such registration available. (c) The Grantee understands that at the time Grantee wishes to sell the shares of Common Stock constituting the Award, or any exemption available for sale of them, there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144, and that, in such event, Grantee may be precluded from selling the Shares without registrationunder Rule 144 even if the minimum holding period requirement had been satisfied. (d) The certificate Grantee is not relying on the Company or certificates representing any of its employees or agents with respect to the Class B Shares to be acquired upon exercise legal, tax, economic and related considerations of this Agreement or the Option shall contain Award, and the following legend in addition to any other legends required by Grantee has relied on the Corporation’s Certificate of Incorporation: “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933advice of, AS AMENDED. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALEor has consulted with, ASSIGNMENThis own accountants, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933 IS IN EFFECT OR (II) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSELattorneys, WHICH OPINION IS SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. THE ACCUMULATION OF SHARES OF COMMON STOCK BY ANY PERSON, AS DEFINED IN THE COMPANY’S CERTIFICATE OF INCORPORATION, IS RESTRICTED TO 9.2% OF THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WITHOUT REGARD TO CLASS. ANY TRANSFER WHICH CREATES AN ACCUMULATION IN EXCESS OF THAT AMOUNT VIOLATES THE CERTIFICATE OF INCORPORATION AND IS VOID. IF, NOTWITHSTANDING THE ABOVE, SUCH ACCUMULATION RESULTS, THE SHARES IN EXCESS OF 9.2% ARE SUBJECT TO CERTAIN RESTRICTIONS ON VOTING POWER AND RECEIPT OF DIVIDENDS, AND MAY BE MADE SUBJECT TO PURCHASE BY THE COMPANY. FURTHER, SUCH PERSON MAY BE REQUIRED TO INDEMNIFY THE COMPANY AGAINST TAXES INCURRED AND OTHER LOSSES RESULTING FROM (1) LOSS OF ITS TAX QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST OR (2) BECOMING A PERSONAL HOLDING COMPANY”and advisors. (e) The Grantee has reviewed with his own tax advisors is an “accredited investor” as that term is defined in Rule 501 of Regulation D under the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement and is relying solely on such advisors and not on any statements or representations of the Corporation or any of its employees or agentsSecurities Act. (f) The Company has advised the Grantee to seek the Grantee’s own tax and financial advice with regard to the federal and state tax considerations resulting from the Grantee’s receipt of the Award. The Grantee understands that the Company will report to appropriate taxing authorities the Award made to the Grantee. The Grantee (and not the Corporation) shall be understands that Grantee is solely responsible for his the payment of all federal and state taxes resulting from the receipt of the Award. The Company does not make any representation or undertaking regarding the treatment of any tax withholding in connection with the Award. (g) The Grantee has either (i) preexisting personal or business relationships with the Company or one or more of its officers, directors or controlling persons or (ii) the capacity to protect Xxxxxxx’s own tax liability interests in connection with the acquisition of the shares of Common Stock constituting the Award by virtue of Grantee’s business or financial expertise or that of professional advisors to Grantee who are unaffiliated with and who are not compensated by the Company or any of its affiliates, directly or indirectly. (h) If the Grantee is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended, the Grantee has satisfied itself: (i) as to the full observance of the laws of Grantee’s jurisdiction in connection with any acquisition of, or invitation to subscribe for, the shares of Common Stock constituting the Award, or any use of this Agreement, including (1) the legal requirements within Grantee’s jurisdiction for the acquisition of the shares of Common Stock constituting the Award, (2) any foreign exchange restrictions applicable to Grantee’s acquisition of those shares of Common Stock, (3) any governmental or other consents that may arise as a result need to be obtained and (4) the income tax and other tax consequences, if any, that may be relevant to the acquisition, purchase, holding, redemption, sale, or transfer of this investment those shares of Common Stock; and, (ii) that the Grantee’s acquisition of and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the transactions contemplated by this AgreementGrantee’s jurisdiction.

Representations and Warranties of the Grantee. The Grantee represents, represents and warrants and agrees as follows: (a) The All necessary authorizations or approvals or other actions by, or filings with, any governmental authority or regulatory body that may be required for the due execution, delivery and performance by the Grantee (i) has such knowledge of this Agreement and experience in business other documents and financial matters as agreements required to be capable of evaluating delivered by the merits and risks of Grantee pursuant to this Agreement, have been obtained by the investment in the Class B Shares; (ii) is capable of bearing the economic risks associated with the investment in the Class B Shares; (ii) has been provided the opportunity to ask questions and receive answers concerning the Corporation and to obtain any additional information which the Corporation possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished to it; and (iv) will acquire the Class B Stock for its own account and not with a view toward, or for resale in connection with, the sale or distribution thereof.Grantee; (b) The Grantee understands that the Option This Agreement and the Class B Shares issuable upon exercise thereof other documents and agreements required by this Agreement when delivered hereunder are being offered and sold to it in reliance on specific exemptions from the registration requirements of the U.S. federal will be, legal, valid and state securities laws and that the Corporation is relying in part upon the truth and accuracy of, and the Grantee’s compliance with, the representations, warranties, agreements, acknowledgments and understandings binding obligations of the Grantee set forth herein in order to determine the availability of such exemptions and the eligibility of enforceable against the Grantee to be granted the Options and acquire the Class B Shares.in accordance with their respective terms; (c) The Grantee understands that neither Neither the Option execution, delivery or performance of this Agreement, the consummation of the transactions contemplated hereby, nor the Class B Shares have been fulfillment of or are being registered under compliance with the Securities Act terms and conditions of 1933this Agreement conflicts with or results in a breach of any of the terms, as amended (the “Securities Act”) conditions or provisions of any restriction in any organizational document or any state securities lawsagreement or instrument to which the Grantee is now a party or by which the Grantee is bound, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or sold, assigned or transferred pursuant to an exemption from registration constitutes a default under the Securities Act. Except as provided in Section 13 herein, the Corporation is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares without registration.forgoing; (d) The certificate or certificates representing Qualified Costs are set forth in Exhibit B hereto and all of the Class B Shares proceeds of the Grant will be used to finance that portion of the Qualified Costs specified to be acquired upon exercise financed under the Program, as set forth in Exhibit B, and no part of the Option shall contain proceeds of the following legend in addition Grant will be used to any other legends required by finance ineligible costs, within the Corporation’s Certificate meaning of Incorporation: “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933 IS IN EFFECT OR (II) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. THE ACCUMULATION OF SHARES OF COMMON STOCK BY ANY PERSON, AS DEFINED IN THE COMPANY’S CERTIFICATE OF INCORPORATION, IS RESTRICTED TO 9.2% OF THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WITHOUT REGARD TO CLASS. ANY TRANSFER WHICH CREATES AN ACCUMULATION IN EXCESS OF THAT AMOUNT VIOLATES THE CERTIFICATE OF INCORPORATION AND IS VOID. IF, NOTWITHSTANDING THE ABOVE, SUCH ACCUMULATION RESULTS, THE SHARES IN EXCESS OF 9.2% ARE SUBJECT TO CERTAIN RESTRICTIONS ON VOTING POWER AND RECEIPT OF DIVIDENDS, AND MAY BE MADE SUBJECT TO PURCHASE BY THE COMPANY. FURTHER, SUCH PERSON MAY BE REQUIRED TO INDEMNIFY THE COMPANY AGAINST TAXES INCURRED AND OTHER LOSSES RESULTING FROM (1) LOSS OF ITS TAX QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST OR (2) BECOMING A PERSONAL HOLDING COMPANY”the Rules; (e) The There is no litigation or proceeding pending or, to the knowledge of the Grantee, threatened against the Grantee has reviewed with his own tax advisors affecting in any manner whatsoever the federal, state, local and foreign tax consequences right of this investment and the transactions contemplated by Grantee to execute this Agreement and is relying solely on such advisors and not on any statements or representations the other agreements required to be executed by the Grantee under this Agreement, or the ability of the Corporation Grantee to comply with the Grantee's obligations contained herein or any of its employees or agents.therein; (f) The Grantee understands agrees that the Grantee (and not Authority shall have no responsibility nor incur any expense for maintenance or preservation of the Corporation) shall be responsible Project or for his own tax liability that may arise as a result the payment of this investment any taxes, assessments or other governmental charges assessed or levied with respect to the transactions contemplated by this Agreement.Project;

Representations and Warranties of the Grantee. The Grantee represents, hereby represents and warrants and agrees as followsto the Company that: (a) The Grantee has the power and authority to enter into and perform this Agreement and this Agreement constitutes a valid and legally binding obligation of the Grantee. (ib) Grantee is in a financial position to hold the Incentive Units for an indefinite period of time and is able to bear the economic risk and withstand a complete loss of Grantee’s investment in the Incentive Units. (c) Grantee believes Grantee, either alone or with the assistance of Grantee’s own professional advisor, has such knowledge and experience in financial and business and financial matters as to be that Grantee is capable of reading and interpreting financial statements and evaluating the merits and risks of the prospective investment in the Class B Shares; Incentive Units and has the net worth to undertake such risks. (iid) is capable Grantee has obtained, to the extent Grantee deems necessary, Grantee’s own personal professional advice with respect to the tax consequences of bearing receiving, and the economic risks associated with inherent in, the investment in the Class B Shares; Incentive Units, and the suitability of an investment in the Incentive Units in light of the Grantee’s financial condition and investment needs. (iie) Grantee believes that the investment in the Incentive Units is suitable for the Grantee based upon Grantee’s investment objectives and financial needs, and Grantee has adequate means for providing for the Grantee’s current financial needs and personal contingencies and has no need for liquidity of investment with respect to the Incentive Units. (f) The Grantee has had, prior to his purchase of the Incentive Units, been furnished with, and has carefully read, the LLC Agreement, and Grantee has been provided given access to full and complete information regarding the Issuer and the Company and has utilized such access to Grantee’s satisfaction for the purpose of obtaining information Grantee believes to be relevant in making its investment decision and, particularly, Grantee has either attended or been given reasonable opportunity to ask attend a meeting with representatives of the Company for the purpose of asking questions of, and receive receiving answers from, such representatives concerning the Corporation Company and to obtain any additional information which information, to the Corporation possesses or can acquire without unreasonable effort or expense extent reasonably available, Grantee believes to be relevant in making its investment decision; (g) Grantee recognizes that is necessary to verify an investment in the accuracy Incentive Units involves a high degree of information furnished to it; and (iv) will acquire the Class B Stock for its own account and risk, including, but not with a view toward, or for resale in connection withlimited to, the sale or distribution thereofrisk of economic losses from operations of the Company. (bh) The Grantee understands realizes that (i) the Option and the Class B Shares issuable upon exercise thereof are being offered and sold to it in reliance on specific exemptions from the registration requirements acquisition of the U.S. federal and state securities laws and that Incentive Units is a long-term investment; (ii) the Corporation is relying in part upon the truth and accuracy of, and the Grantee’s compliance with, the representations, warranties, agreements, acknowledgments and understandings purchaser of the Grantee set forth herein in order to determine Incentive Units must bear the availability economic risk of such exemptions and investment for an indefinite period of time because the eligibility of the Grantee to be granted the Options and acquire the Class B Shares. (c) The Grantee understands that neither the Option nor the Class B Shares Incentive Units have not been or are being registered under the Securities Incentive Units Act of 1933, as amended (the “Securities Act”) ), or under the Securities laws of any state securities lawsand, therefore, none of such Incentive Units can be sold unless they are subsequently registered under said laws or exemptions from such registrations are available, and there can be no assurance that any such registration will be effected at any time in the future; (iii) Grantee may not be offered able to liquidate Grantee’s investment in the event of an emergency or pledge any of such Incentive Units as collateral for saleloans; and the transferability of the Incentive Units is restricted in accordance with the LLC Agreement. (i) Grantee is a bona fide resident of, soldis domiciled in and received the offer and made the decision to invest in the Incentive Units in the state set forth on the signature page below under “Address,” and the Incentive Units are being accepted by Grantee in Grantee’s name solely for Grantee’s own beneficial interest and not as nominee for, assigned or transferred unless subsequently registered thereunder on behalf of, or soldfor the beneficial interest of, assigned or transferred pursuant with the intention to an exemption from registration under transfer to, any other person, trust or organization. (j) Grantee has not retained any finder, broker, agent, financial advisor, Purchaser Representative (as defined in Rule 501(h) of Regulation D of the Securities Act. Except as provided ) or other intermediary in Section 13 herein, the Corporation is under no obligation to register the Shares or to comply connection with any exemption available for sale of the Shares without registration. (d) The certificate or certificates representing the Class B Shares to be acquired upon exercise of the Option shall contain the following legend in addition to any other legends required by the Corporation’s Certificate of Incorporation: “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933 IS IN EFFECT OR (II) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. THE ACCUMULATION OF SHARES OF COMMON STOCK BY ANY PERSON, AS DEFINED IN THE COMPANY’S CERTIFICATE OF INCORPORATION, IS RESTRICTED TO 9.2% OF THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WITHOUT REGARD TO CLASS. ANY TRANSFER WHICH CREATES AN ACCUMULATION IN EXCESS OF THAT AMOUNT VIOLATES THE CERTIFICATE OF INCORPORATION AND IS VOID. IF, NOTWITHSTANDING THE ABOVE, SUCH ACCUMULATION RESULTS, THE SHARES IN EXCESS OF 9.2% ARE SUBJECT TO CERTAIN RESTRICTIONS ON VOTING POWER AND RECEIPT OF DIVIDENDS, AND MAY BE MADE SUBJECT TO PURCHASE BY THE COMPANY. FURTHER, SUCH PERSON MAY BE REQUIRED TO INDEMNIFY THE COMPANY AGAINST TAXES INCURRED AND OTHER LOSSES RESULTING FROM (1) LOSS OF ITS TAX QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST OR (2) BECOMING A PERSONAL HOLDING COMPANY” (e) The Grantee has reviewed with his own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement and is relying solely on agrees to indemnify and hold harmless the Company from any liability for any compensation to any such advisors intermediary retained by Grantee and not on any statements the fees and expenses of defending against such liability or representations of the Corporation or any of its employees or agentsalleged liability. (fk) Grantee has completed Schedule A to this Agreement as to his/her status as an “Accredited Grantee” (as defined therein) and such information is true and complete. (l) The Grantee understands that agrees promptly to notify the Company should the Grantee (and not become aware of any change in the Corporation) shall be responsible for his own tax liability that may arise as a result of information set forth in this investment or the transactions contemplated by this AgreementSection 5.

Representations and Warranties of the Grantee. The This Agreement and the issuance and grant of the Shares hereunder is made by the Company in reliance upon the express representations and warranties of the Grantee, which by acceptance hereof the Grantee represents, warrants and agrees as followsconfirms that: (a) The Grantee (i) has such knowledge and experience in business and financial matters as Shares granted to be capable of evaluating the merits and risks of the him pursuant to this Agreement are being acquired by him for his own account, for investment in the Class B Shares; (ii) is capable of bearing the economic risks associated with the investment in the Class B Shares; (ii) has been provided the opportunity to ask questions and receive answers concerning the Corporation and to obtain any additional information which the Corporation possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished to it; and (iv) will acquire the Class B Stock for its own account purposes, and not with a view towardto, or for resale sale in connection with, any distribution of the sale or distribution thereof.Shares. It is understood that the Shares have not been registered under the Act by reason of a specific exemption from the registration provisions of the Act which depends, among other things, upon the bona fide nature of his representations as expressed herein; (b) The Grantee understands that the Option and the Class B Shares issuable upon exercise thereof must be held by him indefinitely unless they are being offered and sold to it in reliance on specific exemptions from the registration requirements of the U.S. federal and state securities laws and that the Corporation is relying in part upon the truth and accuracy of, and the Grantee’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Grantee set forth herein in order to determine the availability of such exemptions and the eligibility of the Grantee to be granted the Options and acquire the Class B Shares. (c) The Grantee understands that neither the Option nor the Class B Shares have been or are being subsequently registered under the Securities Act of 1933, as amended (the “Securities Act”) or and any applicable state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or sold, assigned or transferred pursuant to an exemption from such registration under the Securities Actis available. Except as provided in Section 13 herein, the Corporation The Company is under no obligation to register the Shares or to comply with make available any exemption available for sale such exemption; and (c) Grantee further represents that Grantee has had access to the financial statements or books and records of the Shares without registration.Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial condition and to obtain additional information reasonably necessary to verify the accuracy of such information; (d) The certificate or Unless and until the Shares represented by this Grant are registered under the Securities Act, all certificates representing the Class B Shares and any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant to be acquired upon exercise of the Option any stock split, share reclassification, stock dividend or other similar capital event shall contain bear legends in substantially the following legend in addition to any other legends required by the Corporation’s Certificate of Incorporationform: “THESE SHARES SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES QUALIFIED UNDER THE SECURITIES ACT OF 1933 IS (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN EFFECT OR (II) THE CORPORATION HAS RECEIVED AN OPINION ABSENCE OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF 1933ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM. THE ACCUMULATION SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN RESTRICTED STOCK PURCHASE AGREEMENT DATED ____________ BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES OF COMMON STOCK BY ANY PERSON, AS DEFINED IN THE COMPANY’S CERTIFICATE OF INCORPORATION, IS RESTRICTED TO 9.2% OF THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WITHOUT REGARD TO CLASS. ANY TRANSFER WHICH CREATES AN ACCUMULATION IN EXCESS OF THAT AMOUNT VIOLATES THE CERTIFICATE OF INCORPORATION AND IS VOID. IF, NOTWITHSTANDING THE ABOVE, SUCH ACCUMULATION RESULTS, THE SHARES IN EXCESS OF 9.2% ARE SUBJECT TO CERTAIN RESTRICTIONS ON VOTING POWER AND RECEIPT OF DIVIDENDS, AND MAY BE MADE SUBJECT TO PURCHASE REPURCHASE BY THE COMPANYCOMPANY UNDER CERTAIN CONDITIONS. FURTHER, SUCH PERSON MAY BE REQUIRED TO INDEMNIFY THE COMPANY AGAINST TAXES INCURRED AND OTHER LOSSES RESULTING FROM (1) LOSS OF ITS TAX QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST OR (2) BECOMING A PERSONAL HOLDING COMPANY”and/or such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares have been placed with the Company's transfer agent. (e) The Grantee has reviewed with his own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement and is relying solely on such advisors and not on any statements or representations of the Corporation or any of its employees or agents. (f) The Grantee understands that he or she will recognize income, for Federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, as of the date of Grant, exceeds the price paid by Grantee. The acceptance of the Shares by Grantee (shall constitute an agreement by Grantee to report such income in accordance with then applicable law. Withholding for federal or state income and not employment tax purposes will be made, if and as required by law, from Grantee's then current compensation, or, if such current compensation is insufficient to satisfy withholding tax liability, the Corporation) shall be responsible for his own tax liability that Company may arise as require Grantee to make a result of this investment or the transactions contemplated by this Agreementcash payment to cover such liability.

Representations and Warranties of the Grantee. The This Agreement and the issuance and grant of the Shares hereunder is made by the Company in reliance upon the express representations and warranties of the Grantee, which by acceptance hereof the Grantee represents, warrants and agrees as followsconfirms that: (a) The Grantee (i) has such knowledge and experience in business and financial matters as Shares granted to be capable of evaluating the merits and risks of the him pursuant to this Agreement are being acquired by him for his own account, for investment in the Class B Shares; (ii) is capable of bearing the economic risks associated with the investment in the Class B Shares; (ii) has been provided the opportunity to ask questions and receive answers concerning the Corporation and to obtain any additional information which the Corporation possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished to it; and (iv) will acquire the Class B Stock for its own account purposes, and not with a view towardto, or for resale sale in connection with, any distribution of the sale or distribution thereof.Shares. It is understood that the Shares have not been registered under the Act by reason of a specific exemption from the registration provisions of the Act which depends, among other things, upon the bona fide nature of his representations as expressed herein; (b) The Grantee understands that the Option and the Class B Shares issuable upon exercise thereof must be held by him indefinitely unless they are being offered and sold to it in reliance on specific exemptions from the registration requirements of the U.S. federal and state securities laws and that the Corporation is relying in part upon the truth and accuracy of, and the Grantee’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Grantee set forth herein in order to determine the availability of such exemptions and the eligibility of the Grantee to be granted the Options and acquire the Class B Shares. (c) The Grantee understands that neither the Option nor the Class B Shares have been or are being subsequently registered under the Securities Act of 1933, as amended (the “Securities Act”) or and any applicable state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or sold, assigned or transferred pursuant to an exemption from such registration under the Securities Actis available. Except as provided in Section 13 herein, the Corporation The Company is under no obligation to register the Shares or to comply with make available any exemption available for sale such exemption; (c) Grantee further represents that Grantee has had access to the financial statements or books and records of the Shares without registration.Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial condition and to obtain additional information reasonably necessary to verify the accuracy of such information, (d) The certificate or Unless and until the Shares represented by this Grant are registered under the Securities Act, all certificates representing the Class B Shares and any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant to be acquired upon exercise of the Option any stock split, share reclassification, stock dividend or other similar capital event shall contain bear legends in substantially the following legend in addition to any other legends required by the Corporation’s Certificate of Incorporationform: “THESE SHARES SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES QUALIFIED UNDER THE SECURITIES ACT OF 1933 IS (THE ’SECURITIES ACT’) OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN EFFECT OR (II) THE CORPORATION HAS RECEIVED AN OPINION ABSENCE OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF 1933. THE ACCUMULATION OF SHARES OF COMMON STOCK BY ANY PERSONSTATE, AS DEFINED IN THE COMPANY’S CERTIFICATE OF INCORPORATION, IS RESTRICTED UNLESS PURSUANT TO 9.2% OF THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WITHOUT REGARD TO CLASS. ANY TRANSFER WHICH CREATES AN ACCUMULATION IN EXCESS OF THAT AMOUNT VIOLATES THE CERTIFICATE OF INCORPORATION AND IS VOID. IF, NOTWITHSTANDING THE ABOVE, SUCH ACCUMULATION RESULTS, THE SHARES IN EXCESS OF 9.2% ARE SUBJECT TO CERTAIN RESTRICTIONS ON VOTING POWER AND RECEIPT OF DIVIDENDS, AND MAY BE MADE SUBJECT TO PURCHASE BY THE COMPANY. FURTHER, SUCH PERSON MAY BE REQUIRED TO INDEMNIFY THE COMPANY AGAINST TAXES INCURRED AND OTHER LOSSES RESULTING FROM (1) LOSS OF ITS TAX QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST OR (2) BECOMING A PERSONAL HOLDING COMPANY”EXEMPTIONS THEREFROM. (e) The Grantee has reviewed All certificates representing the Restricted Stock shall bear legends in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN STOCK AWARD AGREEMENT DATED ______________ BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS. and/or such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with his own tax advisors respect to the federal, state, local and foreign tax consequences of this investment and Shares have been placed with the transactions contemplated by this Agreement and is relying solely on such advisors and not on any statements or representations of the Corporation or any of its employees or agentsCompany’s transfer agent. (f) The Grantee understands that the Grantee (and not the Corporation) shall be responsible for his own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Representations and Warranties of the Grantee. The Grantee represents, hereby represents and warrants and agrees to the Company as follows: (a) The Grantee (i) is acquiring the shares of Common Stock for his own account with the present intention of holding such securities for purposes of investment, and that he has no intention of distributing such knowledge and experience shares of Common Stock or selling, transferring or otherwise disposing of such shares of Common Stock in business and financial matters as to be capable a public distribution, in any of evaluating the merits and risks such instances, in violation of the investment in federal securities laws of the Class B Shares; (ii) is capable United States of bearing the economic risks associated with the investment in the Class B Shares; (ii) has been provided the opportunity to ask questions and receive answers concerning the Corporation and to obtain any additional information which the Corporation possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished to it; and (iv) will acquire the Class B Stock for its own account and not with a view toward, or for resale in connection with, the sale or distribution thereof. (b) America. The Grantee understands that (i) the Option and the Class B Shares issuable upon exercise thereof shares of Common Stock are being offered and sold to it “restricted securities,” as defined in reliance on specific exemptions from the registration requirements of the U.S. federal and state securities laws and that the Corporation is relying in part upon the truth and accuracy of, and the Grantee’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Grantee set forth herein in order to determine the availability of such exemptions and the eligibility of the Grantee to be granted the Options and acquire the Class B Shares. (c) The Grantee understands that neither the Option nor the Class B Shares have been or are being registered Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”); (ii) or any state securities laws, and may such shares of Common Stock have not be offered for sale, sold, assigned or transferred unless subsequently been registered thereunder or sold, assigned or transferred pursuant to an exemption from registration under the Securities Act. Except as provided in Section 13 herein; (iii) the Shares of Common Stock may not be distributed, re-offered or resold except through a valid and effective registration statement or pursuant to a valid exemption from the Corporation registration requirements under the Securities Act; and (iv) the Company is under no obligation to register the Shares sale, transfer or other disposition of the shares of Common Stock under the Securities Act or to comply take any other action necessary in order to make compliance with any an exemption available for sale of the Shares without registrationfrom such registration available. (d) The certificate or certificates representing the Class B Shares to be acquired upon exercise of the Option shall contain the following legend in addition to any other legends required by the Corporation’s Certificate of Incorporation: “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933 IS IN EFFECT OR (II) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. THE ACCUMULATION OF SHARES OF COMMON STOCK BY ANY PERSON, AS DEFINED IN THE COMPANY’S CERTIFICATE OF INCORPORATION, IS RESTRICTED TO 9.2% OF THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WITHOUT REGARD TO CLASS. ANY TRANSFER WHICH CREATES AN ACCUMULATION IN EXCESS OF THAT AMOUNT VIOLATES THE CERTIFICATE OF INCORPORATION AND IS VOID. IF, NOTWITHSTANDING THE ABOVE, SUCH ACCUMULATION RESULTS, THE SHARES IN EXCESS OF 9.2% ARE SUBJECT TO CERTAIN RESTRICTIONS ON VOTING POWER AND RECEIPT OF DIVIDENDS, AND MAY BE MADE SUBJECT TO PURCHASE BY THE COMPANY. FURTHER, SUCH PERSON MAY BE REQUIRED TO INDEMNIFY THE COMPANY AGAINST TAXES INCURRED AND OTHER LOSSES RESULTING FROM (1) LOSS OF ITS TAX QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST OR (2) BECOMING A PERSONAL HOLDING COMPANY” (eb) The Grantee has reviewed with his own tax advisors is not relying on the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement and is relying solely on such advisors and not on any statements or representations of the Corporation Company or any of its employees or agentsagents with respect to the legal, tax, economic and related considerations of this Agreement or the Award, and the Grantee has relied on the advice of, or has consulted with, his own accountants, attorneys, and advisors. (fc) The Company has advised the Grantee to seek the Grantee’s own tax and financial advice with regard to the federal and state tax considerations resulting from the Grantee’s receipt of the Award. The Grantee understands that the Company will report to appropriate taxing authorities the payment to the Grantee (and not of compensation income resulting from the Corporation) shall be Award. The Grantee understands that he is solely responsible for his own the payment of all federal and state taxes resulting from the receipt of the Award. The Company does not make any representation or undertaking regarding the treatment of any tax liability withholding in connection with the Award. (d) Grantee has been provided access via the Securities and Exchange Commission (the “Commission”) public website at wxx.xxx.xxx with access to copies of the Company’s Annual Report on Form 10-K for the period ended December 31, 2018, the Company’s Quarterly Report for the period ended September 30, 2019 and the Company’s other filings with the Commission (collectively, the “SEC Reports”), and represents and warrants that may arise as a result it has read and reviewed these reports (including the “Risk Factors” contained therein), together with the Company’s other filings with the Commission. No representations or warranties have been made to the Grantee by the Company or any of this investment its officers, employees, agents, affiliates or subsidiaries, other than any representations contained herein and in the transactions contemplated by this AgreementSEC Reports, and Grantee is not relying upon any representations other than any contained in the SEC Reports.

Representations and Warranties of the Grantee. The Grantee represents, hereby represents and warrants and agrees as followsto the Company that: (a) The Grantee is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (ithe “Act”). The Grantee has accurately completed the Accredited Investor Questionnaire attached hereto as Exhibit B indicating the basis for such Grantee’s accredited investor status. (b) The XXXXX Stock is being acquired for the Grantee’s own account, only for investment purposes and not with a view to, or for resale in connection with, any public distribution or public offering thereof within the meaning of the Act. (c) The Grantee understands and acknowledges that the XXXXX Stock offered pursuant to this Agreement has not been registered under the Act or any other securities laws and is being offered for resale in transactions that do not require registration under the Act or any other securities laws and, therefore, the XXXXX Stock will be characterized as “restricted securities” under the Act and such laws and may not be sold unless the XXXXX Stock is subsequently registered under the Act and qualified under state law or unless an exemption from such registration and such qualification is available. (d) The Grantee has such knowledge and experience in financial and business and financial matters as to be capable of evaluating the merits and risks of the investment in Grantee’s prospective acquisition of the Class B Shares; (ii) is capable of bearing XXXXX Stock and has the ability to bear the economic risks associated of the Grantee’s prospective acquisition. (e) The Grantee agrees that it has had access to such financial and other information concerning the Company and the XXXXX Stock as it has deemed necessary in connection with acquisition of the investment in the Class B Shares; (ii) has been provided the XXXXX Stock, including an opportunity to ask questions of and receive answers concerning request information from the Corporation Company. (f) The Company may make such rules and regulations and establish such procedures for the administration of this Agreement as it deems appropriate. Without limiting the generality of the foregoing, the Company may (i) interpret this Agreement, with such interpretations to obtain any additional information which be conclusive and binding on all persons and otherwise accorded the Corporation possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished to itmaximum deference permitted by law; and (ivii) will acquire take any other actions and make any other determinations or decisions that it deems necessary or appropriate in connection with this Agreement or the Class B Stock for its own account and not with a view towardadministration or interpretation thereof. In the event of any dispute or disagreement as to the interpretation of this Agreement or of any rule, regulation or procedure, or for resale in connection withas to any question, right or obligation arising from or related to this Agreement, the sale or distribution thereofdecision of the Company shall be final and binding up all persons. (bg) The Grantee understands that Without limiting the Option and the Class B Shares issuable upon exercise thereof are being offered and sold to it in reliance on specific exemptions from the registration requirements generality of the U.S. federal and state securities laws and that the Corporation is relying in part upon the truth and accuracy of, and the Grantee’s compliance withParagraph 3(a), the representations, warranties, agreements, acknowledgments XXXXX Stock acquired hereunder shall be subject to the following restrictive legend and understandings of the Grantee set forth herein in order to determine the availability of such exemptions and the eligibility of the Grantee to be granted the Options and acquire the Class B Shares. (c) The Grantee understands that neither the Option nor the Class B Shares have been other restrictive legends as are required or are being registered deemed advisable under the Securities Act provisions of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or sold, assigned or transferred pursuant to an exemption from registration under the Securities Act. Except as provided in Section 13 herein, the Corporation is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares without registration. (d) The certificate or certificates representing the Class B Shares to be acquired upon exercise of the Option shall contain the following legend in addition to any other legends required by the Corporation’s Certificate of Incorporationapplicable law: “THESE SHARES HAVE THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED1933 (THE “ACT”). THEY MAY NOT ANY TRANSFER OF SUCH SECURITIES WILL BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE INVALID UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933 IS IN EFFECT AS TO SUCH TRANSFER OR (II) IN THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO COUNSEL FOR THE CORPORATION, TO THE EFFECT THAT ISSUER SUCH REGISTRATION IS NOT REQUIRED UNDER UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. THE ACCUMULATION OF SHARES OF COMMON STOCK BY ANY PERSON, AS DEFINED IN THE COMPANY’S CERTIFICATE OF INCORPORATION, IS RESTRICTED TO 9.2% OF THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WITHOUT REGARD TO CLASS. ANY TRANSFER WHICH CREATES AN ACCUMULATION IN EXCESS OF THAT AMOUNT VIOLATES THE CERTIFICATE OF INCORPORATION AND IS VOID. IF, NOTWITHSTANDING THE ABOVE, SUCH ACCUMULATION RESULTS, THE SHARES IN EXCESS OF 9.2% ARE SUBJECT TO CERTAIN RESTRICTIONS ON VOTING POWER AND RECEIPT OF DIVIDENDS, AND MAY BE MADE SUBJECT TO PURCHASE BY THE COMPANY. FURTHER, SUCH PERSON MAY BE REQUIRED TO INDEMNIFY THE COMPANY AGAINST TAXES INCURRED AND OTHER LOSSES RESULTING FROM (1) LOSS OF ITS TAX QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST OR (2) BECOMING A PERSONAL HOLDING COMPANYACT.” (eii) The Grantee has reviewed with his own tax advisors Company may, but shall not be obligated to, register or qualify the federal, state, local and foreign tax consequences sale of this investment and XXXXX Stock under the transactions contemplated by this Agreement and is relying solely on such advisors and not on any statements or representations of the Corporation Act or any other applicable law. The Company shall not be obligated to take any affirmative action in order to cause the sale of its employees or agentsXXXXX Stock hereunder to comply with any law. (fiii) The Grantee understands that If, in the Grantee (opinion of the Company and not its counsel, any legend placed on a stock certificate representing XXXXX Stock or which the Corporation) XXXXX Stock is otherwise subject to is no longer required, the holder of such XXXXX Stock shall be responsible entitled to exchange such certificate for his own tax liability that may arise as a result certificate representing the same number of this investment XXXXX Stock but lacking such legend or otherwise have the transactions contemplated by this Agreementlegend applicable to the XXXXX Stock removed.

Representations and Warranties of the Grantee. The Grantee represents, hereby represents and warrants and agrees as followsto the Company that: (a) The Grant Units are being acquired for the Grantee’s own account, only for investment purposes and not with a view to, or for resale in connection with, any public distribution or public offering thereof within the meaning of the Act. (b) The Grantee understands and acknowledges that the Grant Units offered pursuant to this Agreement have not been registered under the Act or any other securities laws and are not being offered for resale in transactions that do not require registration under the Act or any other securities laws and, therefore, the Grant Units will be characterized as “restricted securities” under the Act and such laws and may not be sold unless the Grant Units are subsequently registered under the Act and qualified under state law or unless an exemption from such registration and such qualification is available. (ic) The Grantee has such knowledge and experience in financial and business and financial matters as to be capable of evaluating the merits and risks of the Grantee’s prospective acquisition of the Grant Units, and/or has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment in advisors to do so, and has the Class B Shares; (ii) is capable of bearing ability to bear the economic risks associated with the investment in the Class B Shares; (ii) has been provided the opportunity to ask questions and receive answers concerning the Corporation and to obtain any additional information which the Corporation possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished to it; and (iv) will acquire the Class B Stock for its own account and not with a view toward, or for resale in connection with, the sale or distribution thereof. (b) The Grantee understands that the Option and the Class B Shares issuable upon exercise thereof are being offered and sold to it in reliance on specific exemptions from the registration requirements of the U.S. federal and state securities laws and that the Corporation is relying in part upon the truth and accuracy of, and the Grantee’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Grantee set forth herein in order to determine the availability of such exemptions and the eligibility of the Grantee to be granted the Options and acquire the Class B Shares. (c) The Grantee understands that neither the Option nor the Class B Shares have been or are being registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or sold, assigned or transferred pursuant to an exemption from registration under the Securities Act. Except as provided in Section 13 herein, the Corporation is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares without registrationprospective acquisition. (d) The certificate or certificates representing Grantee agrees that it has had access to such financial and other information concerning the Class B Shares to be acquired upon exercise Company and the Grant Units as it has deemed necessary in connection with acquisition of the Option shall contain Grant Units, including an opportunity to ask questions of and request information from the following legend in addition to any other legends required by the Corporation’s Certificate of Incorporation: “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933 IS IN EFFECT OR (II) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. THE ACCUMULATION OF SHARES OF COMMON STOCK BY ANY PERSON, AS DEFINED IN THE COMPANY’S CERTIFICATE OF INCORPORATION, IS RESTRICTED TO 9.2% OF THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WITHOUT REGARD TO CLASS. ANY TRANSFER WHICH CREATES AN ACCUMULATION IN EXCESS OF THAT AMOUNT VIOLATES THE CERTIFICATE OF INCORPORATION AND IS VOID. IF, NOTWITHSTANDING THE ABOVE, SUCH ACCUMULATION RESULTS, THE SHARES IN EXCESS OF 9.2% ARE SUBJECT TO CERTAIN RESTRICTIONS ON VOTING POWER AND RECEIPT OF DIVIDENDS, AND MAY BE MADE SUBJECT TO PURCHASE BY THE COMPANY. FURTHER, SUCH PERSON MAY BE REQUIRED TO INDEMNIFY THE COMPANY AGAINST TAXES INCURRED AND OTHER LOSSES RESULTING FROM (1) LOSS OF ITS TAX QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST OR (2) BECOMING A PERSONAL HOLDING COMPANY”Company. (e) The Grantee has reviewed with his own tax advisors Board may make such rules and regulations and establish such procedures for the federal, state, local and foreign tax consequences administration of this investment Agreement as it deems appropriate. Without limiting the generality of the foregoing, the Board may, in good faith, (i) interpret this Agreement, with such interpretations to be conclusive and binding on all persons and otherwise accorded the transactions contemplated maximum deference permitted by law, provided that the Board's interpretation shall not be entitled to deference on and after a Change in Control except to the extent that such interpretations are made exclusively by a Board that is comprised of at least a majority of members who served on the Board before the Change in Control; and (ii) take any other actions and make any other determinations or decisions that it deems necessary or appropriate in connection with this Agreement and is relying solely on such advisors and not on or the administration or interpretation thereof. In the event of any statements dispute or representations disagreement as to the interpretation of this Agreement or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to this Agreement, the decision of the Corporation or any of its employees or agents. (f) The Grantee understands that the Grantee (and not the Corporation) Board shall be responsible for his own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreementfinal and binding upon all persons.

Representations and Warranties of the Grantee. The Grantee represents, hereby represents and warrants and agrees as followsto the Company that: (a) The RSUs are being acquired for the Grantee’s own account, only for investment purposes and not with a view to, or for resale in connection with, any public distribution or public offering thereof within the meaning of the Act. (b) The Grantee understands and acknowledges that the RSUs offered pursuant to this Agreement have not been registered under the Act or any other securities laws and is being offered for resale in transactions that do not require registration under the Act or any other securities laws and, therefore, the RSUs will be characterized as “restricted securities” under the Act and such laws and may not be sold unless the RSUs are subsequently registered under the Act and qualified under state law or unless an exemption from such registration and such qualification is available. (ic) The Grantee has such knowledge and experience in financial and business and financial matters as to be capable of evaluating the merits and risks of the Grantee’s prospective acquisition of the RSUs, and/or has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment in advisors to do so, and has the Class B Shares; (ii) is capable of bearing ability to bear the economic risks associated with the investment in the Class B Shares; (ii) has been provided the opportunity to ask questions and receive answers concerning the Corporation and to obtain any additional information which the Corporation possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished to it; and (iv) will acquire the Class B Stock for its own account and not with a view toward, or for resale in connection with, the sale or distribution thereof. (b) The Grantee understands that the Option and the Class B Shares issuable upon exercise thereof are being offered and sold to it in reliance on specific exemptions from the registration requirements of the U.S. federal and state securities laws and that the Corporation is relying in part upon the truth and accuracy of, and the Grantee’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Grantee set forth herein in order to determine the availability of such exemptions and the eligibility of the Grantee to be granted the Options and acquire the Class B Shares. (c) The Grantee understands that neither the Option nor the Class B Shares have been or are being registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or sold, assigned or transferred pursuant to an exemption from registration under the Securities Act. Except as provided in Section 13 herein, the Corporation is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares without registrationprospective acquisition. (d) The certificate or certificates representing Grantee agrees that it has had access to such financial and other information concerning the Class B Shares to be acquired upon exercise Company and the RSUs as it has deemed necessary in connection with acquisition of the Option shall contain RSUs, including an opportunity to ask questions of and request information from the following legend in addition to any other legends required by the Corporation’s Certificate of Incorporation: “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933 IS IN EFFECT OR (II) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. THE ACCUMULATION OF SHARES OF COMMON STOCK BY ANY PERSON, AS DEFINED IN THE COMPANY’S CERTIFICATE OF INCORPORATION, IS RESTRICTED TO 9.2% OF THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WITHOUT REGARD TO CLASS. ANY TRANSFER WHICH CREATES AN ACCUMULATION IN EXCESS OF THAT AMOUNT VIOLATES THE CERTIFICATE OF INCORPORATION AND IS VOID. IF, NOTWITHSTANDING THE ABOVE, SUCH ACCUMULATION RESULTS, THE SHARES IN EXCESS OF 9.2% ARE SUBJECT TO CERTAIN RESTRICTIONS ON VOTING POWER AND RECEIPT OF DIVIDENDS, AND MAY BE MADE SUBJECT TO PURCHASE BY THE COMPANY. FURTHER, SUCH PERSON MAY BE REQUIRED TO INDEMNIFY THE COMPANY AGAINST TAXES INCURRED AND OTHER LOSSES RESULTING FROM (1) LOSS OF ITS TAX QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST OR (2) BECOMING A PERSONAL HOLDING COMPANY”Company. (e) The Grantee has reviewed with his own tax advisors Company may make such rules and regulations and establish such procedures for the federal, state, local and foreign tax consequences administration of this investment Agreement as it deems appropriate. Without limiting the generality of the foregoing, the Company may (i) interpret this Agreement, with such interpretations to be conclusive and binding on all persons and otherwise accorded the transactions contemplated maximum deference permitted by law; and (ii) take any other actions and make any other determinations or decisions that it deems necessary or appropriate in connection with this Agreement and is relying solely on such advisors and not on or the administration or interpretation thereof. In the event of any statements dispute or representations disagreement as to the interpretation of this Agreement or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to this Agreement, the decision of the Corporation or any of its employees or agents. (f) The Grantee understands that the Grantee (and not the Corporation) Company shall be responsible for his own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreementfinal and binding upon all persons.

Representations and Warranties of the Grantee. The Grantee represents, warrants and agrees as follows: (a) The Grantee (i) has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks Upon receipt of the investment in the Class B Shares; (ii) is capable shares of bearing the economic risks associated with the investment in the Class B Shares; (ii) has been provided the opportunity to ask questions and receive answers concerning Stock of the Corporation as a result of the lapse of the Restrictions of the Restricted Stock, the Grantee, if so requested by the Corporation, shall represent and warrant to obtain any additional information which the Corporation possesses or can acquire without unreasonable effort or expense that the Grantee is necessary to verify acquiring the accuracy shares of information furnished to it; and (iv) will acquire the Class B Stock for its own account investment and not with a view towardtoward resale or distribution to the public and, or for resale in connection withif so requested by the Corporation, shall deliver to the Corporation a written statement to that effect satisfactory to the Corporation. Additionally, if so requested by the Corporation, the sale Grantee will execute and deliver to the Corporation a written agreement that the Grantee will not sell or distribution thereofoffer to sell any such shares of Stock unless a registration statement shall be in effect with respect to such shares of Stock under the Securities Act and any applicable state securities law or unless the Grantee shall have furnished to the Corporation an opinion, in form and substance satisfactory to the Corporation, of legal counsel acceptable to the Corporation, that such registration is not required. Furthermore, the Corporation shall have the right to require the Grantee to enter into such stockholder or other related agreements as the Corporation deems necessary or appropriate under the circumstances as a condition to the issuance of any shares of Stock under this Award. (b) The Grantee understands acknowledges that there may be adverse tax consequences upon the Option and the Class B Shares issuable upon exercise thereof are being offered and sold to it in reliance on specific exemptions from the registration requirements vesting of the U.S. federal and state securities laws Restricted Stock or disposition of the shares of Stock once vested, and that the Corporation is relying in part upon the truth and accuracy of, and the Grantee’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Grantee set forth herein in order should consult a tax advisor prior to determine the availability of such exemptions and the eligibility of the Grantee to be granted the Options and acquire the Class B Sharestime. (c) The issuance and transfer of shares of Stock shall be subject to compliance by the Corporation and the Grantee with all applicable requirements of securities laws and with all applicable requirements of any stock exchange on which the Stock may be listed at the time of such issuance or transfer. The Grantee understands that neither the Option nor the Class B Shares have been or are being registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or sold, assigned or transferred pursuant to an exemption from registration under the Securities Act. Except as provided in Section 13 herein, the Corporation is under no obligation to register or qualify the Shares or to comply Stock with the Securities and Exchange Commission (“SEC”), any exemption available for sale of the Shares without registration. (d) The certificate or certificates representing the Class B Shares to be acquired upon exercise of the Option shall contain the following legend in addition to any other legends required by the Corporation’s Certificate of Incorporation: “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933 IS IN EFFECT OR (II) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. THE ACCUMULATION OF SHARES OF COMMON STOCK BY ANY PERSON, AS DEFINED IN THE COMPANY’S CERTIFICATE OF INCORPORATION, IS RESTRICTED TO 9.2% OF THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WITHOUT REGARD TO CLASS. ANY TRANSFER WHICH CREATES AN ACCUMULATION IN EXCESS OF THAT AMOUNT VIOLATES THE CERTIFICATE OF INCORPORATION AND IS VOID. IF, NOTWITHSTANDING THE ABOVE, SUCH ACCUMULATION RESULTS, THE SHARES IN EXCESS OF 9.2% ARE SUBJECT TO CERTAIN RESTRICTIONS ON VOTING POWER AND RECEIPT OF DIVIDENDS, AND MAY BE MADE SUBJECT TO PURCHASE BY THE COMPANY. FURTHER, SUCH PERSON MAY BE REQUIRED TO INDEMNIFY THE COMPANY AGAINST TAXES INCURRED AND OTHER LOSSES RESULTING FROM (1) LOSS OF ITS TAX QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST OR (2) BECOMING A PERSONAL HOLDING COMPANY” (e) The Grantee has reviewed with his own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement and is relying solely on such advisors and not on any statements or representations of the Corporation state securities commissions or any of its employees or agentsstock exchange to effect such compliance. (f) The Grantee understands that the Grantee (and not the Corporation) shall be responsible for his own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Representations and Warranties of the Grantee. The Grantee represents, warrants and agrees as follows: (a) The Grantee (i) has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of the investment in the Class B Shares; (ii) is capable of bearing the economic risks associated with the investment in the Class B Shares; (ii) has been provided the opportunity to ask questions and receive answers concerning the Corporation and to obtain any additional information which the Corporation possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished to it; and (iv) will acquire the Class B Stock for its own account and not with a view toward, or for resale in connection with, the sale or distribution thereof. (b) The Grantee understands that the Option and the Class B Shares issuable upon exercise thereof are being offered and sold to it in reliance on specific exemptions from the registration requirements of the U.S. federal and state securities laws and that the Corporation is relying in part upon the truth and accuracy of, and the Grantee’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Grantee set forth herein in order to determine the availability of such exemptions and the eligibility of the Grantee to be granted the Options and acquire the Class B Shares. (c) The Grantee understands that neither the Option nor the Class B Shares have been or are being registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or sold, assigned or transferred pursuant to an exemption from registration under the Securities Act. Except as provided in Section 13 herein, the The Corporation is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares without registration. (d) The certificate or certificates representing the Class B Shares to be acquired upon exercise of the Option shall contain the following legend in addition to any other legends required by the Corporation’s Certificate of Incorporation: “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933 IS IN EFFECT OR (II) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. THE ACCUMULATION OF SHARES OF COMMON STOCK BY ANY PERSON, AS DEFINED IN THE COMPANY’S CERTIFICATE OF INCORPORATION, IS RESTRICTED TO 9.2% OF THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WITHOUT REGARD TO CLASS. ANY TRANSFER WHICH CREATES AN ACCUMULATION IN EXCESS OF THAT AMOUNT VIOLATES THE CERTIFICATE OF INCORPORATION AND IS VOID. IF, NOTWITHSTANDING THE ABOVE, SUCH ACCUMULATION RESULTS, THE SHARES IN EXCESS OF 9.2% ARE SUBJECT TO CERTAIN RESTRICTIONS ON VOTING POWER AND RECEIPT OF DIVIDENDS, AND MAY BE MADE SUBJECT TO PURCHASE BY THE COMPANY. FURTHER, SUCH PERSON MAY BE REQUIRED TO INDEMNIFY THE COMPANY AGAINST TAXES INCURRED AND OTHER LOSSES RESULTING FROM (1) LOSS OF ITS TAX QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST OR (2) BECOMING A PERSONAL HOLDING COMPANY” (e) The Grantee has reviewed with his own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement and is relying solely on such advisors and not on any statements or representations of the Corporation or any of its employees or agents. (f) The Grantee understands that the Grantee (and not the Corporation) shall be responsible for his own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. (g) The Grantee agrees not to sell the Class B Shares issued pursuant to exercise of the Option for a period of one hundred and eighty (180) days from the Vesting Date.

Representations and Warranties of the Grantee. The Grantee represents, hereby represents and warrants and agrees as followsto the Company that: (a) The RSUs are being acquired for the Grantee’s own account, only for investment purposes and not with a view to, or for resale in connection with, any public distribution or public offering thereof within the meaning of the Act. (b) The Grantee understands and acknowledges that the RSUs offered pursuant to this Agreement have not been registered under the Act or any other securities laws and is not being offered for resale in transactions that do not require registration under the Act or any other securities laws and, therefore, the RSUs will be characterized as “restricted securities” under the Act and such laws and may not be sold unless the RSUs are subsequently registered under the Act and qualified under state law or unless an exemption from such registration and such qualification is available. (ic) The Grantee has such knowledge and experience in financial and business and financial matters as to be capable of evaluating the merits and risks of the Grantee’s prospective acquisition of the RSUs, and/or has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment in advisors to do so, and has the Class B Shares; (ii) is capable of bearing ability to bear the economic risks associated with the investment in the Class B Shares; (ii) has been provided the opportunity to ask questions and receive answers concerning the Corporation and to obtain any additional information which the Corporation possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished to it; and (iv) will acquire the Class B Stock for its own account and not with a view toward, or for resale in connection with, the sale or distribution thereof. (b) The Grantee understands that the Option and the Class B Shares issuable upon exercise thereof are being offered and sold to it in reliance on specific exemptions from the registration requirements of the U.S. federal and state securities laws and that the Corporation is relying in part upon the truth and accuracy of, and the Grantee’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Grantee set forth herein in order to determine the availability of such exemptions and the eligibility of the Grantee to be granted the Options and acquire the Class B Shares. (c) The Grantee understands that neither the Option nor the Class B Shares have been or are being registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or sold, assigned or transferred pursuant to an exemption from registration under the Securities Act. Except as provided in Section 13 herein, the Corporation is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares without registrationprospective acquisition. (d) The certificate or certificates representing Grantee agrees that it has had access to such financial and other information concerning the Class B Shares to be acquired upon exercise Company and the RSUs as it has deemed necessary in connection with acquisition of the Option shall contain RSUs, including an opportunity to ask questions of and request information from the following legend in addition to any other legends required by the Corporation’s Certificate of Incorporation: “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933 IS IN EFFECT OR (II) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. THE ACCUMULATION OF SHARES OF COMMON STOCK BY ANY PERSON, AS DEFINED IN THE COMPANY’S CERTIFICATE OF INCORPORATION, IS RESTRICTED TO 9.2% OF THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WITHOUT REGARD TO CLASS. ANY TRANSFER WHICH CREATES AN ACCUMULATION IN EXCESS OF THAT AMOUNT VIOLATES THE CERTIFICATE OF INCORPORATION AND IS VOID. IF, NOTWITHSTANDING THE ABOVE, SUCH ACCUMULATION RESULTS, THE SHARES IN EXCESS OF 9.2% ARE SUBJECT TO CERTAIN RESTRICTIONS ON VOTING POWER AND RECEIPT OF DIVIDENDS, AND MAY BE MADE SUBJECT TO PURCHASE BY THE COMPANY. FURTHER, SUCH PERSON MAY BE REQUIRED TO INDEMNIFY THE COMPANY AGAINST TAXES INCURRED AND OTHER LOSSES RESULTING FROM (1) LOSS OF ITS TAX QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST OR (2) BECOMING A PERSONAL HOLDING COMPANY”Company. (e) The Grantee has reviewed with his own tax advisors Committee may make such rules and regulations and establish such procedures for the federal, state, local and foreign tax consequences administration of this investment Agreement as it deems appropriate. Without limiting the generality of the foregoing, the Committee may, in good faith, (i) interpret this Agreement, with such interpretations to be conclusive and binding on all persons and otherwise accorded the transactions contemplated maximum deference permitted by law, provided that the Committee’s interpretation shall not be entitled to deference on and after a Change in Control except to the extent that such interpretations are made exclusively by members of the Board who are individuals who served as Board members before the Change in Control; and (ii) take any other actions and make any other determinations or decisions that it deems necessary or appropriate in connection with this Agreement and is relying solely on such advisors and not on or the administration or interpretation thereof. In the event of any statements dispute or representations disagreement as to the interpretation of this Agreement or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to this Agreement, the decision of the Corporation or any of its employees or agents. (f) The Grantee understands that the Grantee (and not the Corporation) Committee shall be responsible for his own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreementfinal and binding upon all persons.

Representations and Warranties of the Grantee. The Grantee represents, hereby represents and warrants and agrees to the Company as follows: (a) The Grantee (i) has such knowledge and experience in is aware of the Company’s business affairs and financial matters as condition and has acquired sufficient information about the Company to be capable of evaluating the merits reach an informed and risks of the investment in the Class B Shares; (ii) is capable of bearing the economic risks associated with the investment in the Class B Shares; (ii) has been provided the opportunity knowledgeable decision to ask questions and receive answers concerning the Corporation and to obtain any additional information which the Corporation possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished to it; and (iv) will acquire the Class B shares of Common Stock for its own account and not with a view toward, or for resale in connection with, constituting the sale or distribution thereofAward. (b) The Grantee understands is acquiring the shares of Common Stock constituting the Award for Xxxxxxx’s own account with the present intention of holding such securities for purposes of investment, and that the Option and the Class B Shares issuable upon exercise thereof are being offered and sold to it Grantee has no intention of distributing such shares of Common Stock or selling, transferring, or otherwise disposing of such shares of Common Stock in reliance on specific exemptions from the registration requirements a public distribution, in any of such instances, in violation of the U.S. federal and state securities laws and that the Corporation is relying in part upon the truth and accuracy of, and the Grantee’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Grantee set forth herein in order to determine the availability United States of such exemptions and the eligibility of the Grantee to be granted the Options and acquire the Class B Shares. (c) America. The Grantee understands that neither (i) the Option nor shares of Common Stock constituting the Class B Shares have been or Award are being registered “restricted securities,” as defined in Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”); (ii) or any state securities laws, and may those shares of Common Stock have not be offered for sale, sold, assigned or transferred unless subsequently been registered thereunder or sold, assigned or transferred pursuant to an exemption from registration under the Securities Act. Except as provided in Section 13 herein; (iii) those shares of Common Stock may not be distributed, re-offered or resold except through a valid and effective registration statement or pursuant to a valid exemption from the Corporation registration requirements under the Securities Act; and (iv) the Company is under no obligation to register the Shares sale, transfer, or other disposition of those shares of Common Stock under the Securities Act or to comply take any other action necessary in order to make compliance with an exemption from such registration available. (c) The Grantee understands that at the time Grantee wishes to sell the shares of Common Stock constituting the Award, or any exemption available for sale of them, there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current public information requirements of Rule 144, and that, in such event, Grantee may be precluded from selling the Shares without registrationunder Rule 144 even if the minimum holding period requirement had been satisfied. (d) The certificate Grantee is not relying on the Company or certificates representing any of its employees or agents with respect to the Class B Shares to be acquired upon exercise legal, tax, economic and related considerations of this Agreement or the Option shall contain Award, and the following legend in addition to any other legends required by Grantee has relied on the Corporation’s Certificate of Incorporation: “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933advice of, AS AMENDED. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALEor has consulted with, ASSIGNMENThis own accountants, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933 IS IN EFFECT OR (II) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSELattorneys, WHICH OPINION IS SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. THE ACCUMULATION OF SHARES OF COMMON STOCK BY ANY PERSON, AS DEFINED IN THE COMPANY’S CERTIFICATE OF INCORPORATION, IS RESTRICTED TO 9.2% OF THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WITHOUT REGARD TO CLASS. ANY TRANSFER WHICH CREATES AN ACCUMULATION IN EXCESS OF THAT AMOUNT VIOLATES THE CERTIFICATE OF INCORPORATION AND IS VOID. IF, NOTWITHSTANDING THE ABOVE, SUCH ACCUMULATION RESULTS, THE SHARES IN EXCESS OF 9.2% ARE SUBJECT TO CERTAIN RESTRICTIONS ON VOTING POWER AND RECEIPT OF DIVIDENDS, AND MAY BE MADE SUBJECT TO PURCHASE BY THE COMPANY. FURTHER, SUCH PERSON MAY BE REQUIRED TO INDEMNIFY THE COMPANY AGAINST TAXES INCURRED AND OTHER LOSSES RESULTING FROM (1) LOSS OF ITS TAX QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST OR (2) BECOMING A PERSONAL HOLDING COMPANY”and advisors. (e) The Grantee has reviewed with his own tax advisors is an “accredited investor” as that term is defined in Rule 501 of Regulation D under the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement and is relying solely on such advisors and not on any statements or representations of the Corporation or any of its employees or agentsSecurities Act. (f) The Company has advised the Grantee to seek the Grantee’s own tax and financial advice with regard to the federal and state tax considerations resulting from the Grantee’s receipt of the Award. The Grantee understands that the Company will report to appropriate taxing authorities the Award made to the Grantee. The Grantee (and not the Corporation) shall be understands that Grantee is solely responsible for his the payment of all federal and state taxes resulting from the receipt of the Award. The Company does not make any representation or undertaking regarding the treatment of any tax withholding in connection with the Award. (g) The Grantee has either (i) preexisting personal or business relationships with the Company or one or more of its officers, directors or controlling persons or (ii) the capacity to protect Xxxxxxx’s own tax liability interests in connection with the acquisition of the shares of Common Stock constituting the Award by virtue of Grantee’s business or financial expertise or that of professional advisors to Grantee who are unaffiliated with and who are not compensated by the Company or any of its affiliates, directly or indirectly. (h) If the Grantee is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended, the Grantee has satisfied itself: (i) as to the full observance of the laws of Grantee’s jurisdiction in connection with any acquisition of, or invitation to subscribe for, the shares of Common Stock constituting the Award, or any use of this Agreement, including (1) the legal requirements within Grantee’s jurisdiction for the acquisition of the shares of Common Stock constituting the Award, (2) any foreign exchange restrictions applicable to Grantee’s acquisition of those shares of Common Stock, (3) any governmental or other consents that may arise as a result need to be obtained and (4) the income tax and other tax consequences, if any, that may be relevant to the acquisition, purchase, holding, redemption, sale, or transfer of this investment thosee shares of Common Stock; and, (ii) that the Grantee’s acquisition of and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the transactions contemplated by this AgreementGrantee’s jurisdiction.

Representations and Warranties of the Grantee. The Grantee representshereby represents and warrants, warrants now and agrees as of the date of transfer of the Optioned Units, to the Grantor as follows: (a) a. The Grantee is acquiring the Optioned Units for its own account, for investment purposes only and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933 (ithe "Act") and applicable state securities laws; b. The Grantee understands that (1) the Grantor has been recently formed and has no meaningful history with the result that an investment in the Grantor is highly speculative, (2) the offer and sale of the Optioned Units have not been registered under the Act or any state securities laws in reliance upon an exemption from the registration requirements of the Act and state securities laws which relate to the representations of the Grantee herein, (3) the Grantee must bear the economic risk of such knowledge investment indefinitely unless a subsequent disposition thereof is registered under the Act and applicable state securities laws or is exempt therefrom, and (4) investment in and transfer of the Optioned Units is further subject to the Nevada Gaming Control Act and the regulations promulgated thereunder (collectively, the "Nevada Act") and to licensing and regulatory control of the Nevada gaming authorities. The grantee further understands that such exemptions under the Act and such state securities laws depend upon, among other things, the bona fide nature of the investment intent of the Investor expressed herein. c. The Grantee understands and agrees that the Grantee will sell or otherwise transfer its interest in the Grantor or any portion thereof only in accordance with the provisions of the Act, pursuant to registration under the Act or pursuant to an available exemption from registration thereunder and otherwise in a manner which does not violate the securities laws of any state of the United States or the Nevada Act. The Grantee understands that the Grantor is under no obligation to register any equity interest in the Grantor on behalf of the Grantee or to assist the Grantee in complying with any exemption from registration under the Act or under any other applicable securities laws. The Grantee also understands that sales or transfers of Optioned Units are further restricted by the provisions of the Grantor's Operating Agreement and the securities laws of the states of the United States and the Nevada Act. d. The Grantee has knowledge, skill and experience in financial, business and financial investment matters as relating to be an investment of this type and is capable of evaluating the merits and risks of such investment and protecting the investment Grantee's interest in the Class B Shares; (ii) is capable of bearing the economic risks associated connection with the investment in acquisition of the Class B Shares; (ii) has been provided the opportunity to ask questions and receive answers concerning the Corporation and to obtain any additional information which the Corporation possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished to it; and (iv) will acquire the Class B Stock for its own account and not with a view toward, or for resale in connection with, the sale or distribution thereof. (b) Optioned Units. The Grantee understands that the Option and the Class B Shares issuable upon exercise thereof are being offered and sold to it in reliance on specific exemptions from the registration requirements acquisition of the U.S. federal and state securities laws and that the Corporation Optioned Units is relying in part upon the truth and accuracy of, and the Grantee’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Grantee set forth herein in order to determine the availability of such exemptions and the eligibility of the Grantee to be granted the Options and acquire the Class B Shares. (c) The Grantee understands that neither the Option nor the Class B Shares have been or are being registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or sold, assigned or transferred pursuant to an exemption from registration under the Securities Act. Except as provided in Section 13 herein, the Corporation is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares without registration. (d) The certificate or certificates representing the Class B Shares to be acquired upon exercise of the Option shall contain the following legend in addition to any other legends required by the Corporation’s Certificate of Incorporation: “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933 IS IN EFFECT OR (II) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. THE ACCUMULATION OF SHARES OF COMMON STOCK BY ANY PERSON, AS DEFINED IN THE COMPANY’S CERTIFICATE OF INCORPORATION, IS RESTRICTED TO 9.2% OF THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WITHOUT REGARD TO CLASS. ANY TRANSFER WHICH CREATES AN ACCUMULATION IN EXCESS OF THAT AMOUNT VIOLATES THE CERTIFICATE OF INCORPORATION AND IS VOID. IF, NOTWITHSTANDING THE ABOVE, SUCH ACCUMULATION RESULTS, THE SHARES IN EXCESS OF 9.2% ARE SUBJECT TO CERTAIN RESTRICTIONS ON VOTING POWER AND RECEIPT OF DIVIDENDS, AND MAY BE MADE SUBJECT TO PURCHASE BY THE COMPANY. FURTHER, SUCH PERSON MAY BE REQUIRED TO INDEMNIFY THE COMPANY AGAINST TAXES INCURRED AND OTHER LOSSES RESULTING FROM (1) LOSS OF ITS TAX QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST OR (2) BECOMING A PERSONAL HOLDING COMPANY” (e) The Grantee has reviewed with his own tax advisors the federal, state, local and foreign tax consequences of this a speculative investment and the transactions contemplated by this Agreement and is relying solely on such advisors and not on any statements or representations of the Corporation or any of its employees or agents. (f) The Grantee understands involves substantial risks that the Grantee (and not could lose its entire investment in the Corporation) shall be responsible for his own tax liability that may arise as a result of this investment or the transactions contemplated by this AgreementOptioned Units.

Representations and Warranties of the Grantee. The Grantee representsrepresents and warrants to the Grantor, warrants and agrees as followsof the date hereof and, except as otherwise set forth below, as of the Exercise Date, that: (ai) it is a legal entity duly organized, validly existing and in good standing under the laws of Bermuda and has all requisite corporate power to carry on its business as it is now being, and heretofore has been, conducted; (ii) it has the full corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary corporate action on the part of the Grantee and no other proceedings on the part of the Grantee will be necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligations of the Grantee, enforceable in accordance with its terms; (iii) no approval, authorization or consent of any governmental entity, or of any third party, is required on the part of the Grantee in connection with the execution and delivery of this Agreement and the other documents contemplated hereby, the performance by the Grantee of any of its obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby; (iv) neither the execution and delivery of this Agreement, nor the performance by the Grantee of any of its obligations under this Agreement, nor the consummation of the transactions contemplated hereby will conflict with its charter and other founding documents, or conflict with or result in a breach or violation of, or constitute a default under, (i) has such knowledge and experience in business and financial matters as any agreement to be capable which the Grantee is a party or by which it is bound or to which any of evaluating the merits and risks of the investment in the Class B Shares; its property or assets are or may become subject, or (ii) is capable any applicable law, rule, regulation, judgment, order or decree of bearing the economic risks associated with the investment in the Class B Shares; (ii) has been provided the opportunity to ask questions and receive answers concerning the Corporation and to obtain any additional information which the Corporation possesses government, governmental instrumentality or can acquire without unreasonable effort agency or expense that is necessary to verify the accuracy of information furnished to it; and (iv) will acquire the Class B Stock for its own account and not with a view toward, arbitrator or for resale in connection with, the sale or distribution thereof. (b) The Grantee understands that the Option and the Class B Shares issuable upon exercise thereof are being offered and sold to it in reliance on specific exemptions from the registration requirements of the U.S. federal and state securities laws and that the Corporation is relying in part upon the truth and accuracy of, and the Grantee’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of court having jurisdiction over the Grantee set forth herein in order to determine the availability of such exemptions and the eligibility of the Grantee to be granted the Options and acquire the Class B Shares. (c) The Grantee understands that neither the Option nor the Class B Shares have been or are being registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or sold, assigned or transferred pursuant to an exemption from registration under the Securities Act. Except as provided in Section 13 herein, the Corporation is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares without registration. (d) The certificate or certificates representing the Class B Shares to be acquired upon exercise of the Option shall contain the following legend in addition to any other legends required by the Corporation’s Certificate of Incorporation: “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933 IS IN EFFECT OR (II) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. THE ACCUMULATION OF SHARES OF COMMON STOCK BY ANY PERSON, AS DEFINED IN THE COMPANY’S CERTIFICATE OF INCORPORATION, IS RESTRICTED TO 9.2% OF THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WITHOUT REGARD TO CLASS. ANY TRANSFER WHICH CREATES AN ACCUMULATION IN EXCESS OF THAT AMOUNT VIOLATES THE CERTIFICATE OF INCORPORATION AND IS VOID. IF, NOTWITHSTANDING THE ABOVE, SUCH ACCUMULATION RESULTS, THE SHARES IN EXCESS OF 9.2% ARE SUBJECT TO CERTAIN RESTRICTIONS ON VOTING POWER AND RECEIPT OF DIVIDENDS, AND MAY BE MADE SUBJECT TO PURCHASE BY THE COMPANY. FURTHER, SUCH PERSON MAY BE REQUIRED TO INDEMNIFY THE COMPANY AGAINST TAXES INCURRED AND OTHER LOSSES RESULTING FROM (1) LOSS OF ITS TAX QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST OR (2) BECOMING A PERSONAL HOLDING COMPANY” (e) The Grantee has reviewed with his own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement and is relying solely on such advisors and not on any statements or representations of the Corporation or any of its employees property or agents. (f) The Grantee understands that the Grantee (and not the Corporation) shall be responsible for his own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.assets;

Representations and Warranties of the Grantee. The This Agreement and the issuance and grant of the Shares hereunder is made by the Company in reliance upon the express representations and warranties of the Grantee, which by acceptance hereof the Grantee represents, warrants and agrees as followsconfirms that: (a) The Grantee (i) has such knowledge and experience in business and financial matters as Shares granted to be capable of evaluating the merits and risks of the him pursuant to this Agreement are being acquired by him for his own account, for investment in the Class B Shares; (ii) is capable of bearing the economic risks associated with the investment in the Class B Shares; (ii) has been provided the opportunity to ask questions and receive answers concerning the Corporation and to obtain any additional information which the Corporation possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished to it; and (iv) will acquire the Class B Stock for its own account purposes, and not with a view towardto, or for resale sale in connection with, any distribution of the sale or distribution thereof.Shares. It is understood that the Shares have not been registered under the Act by reason of a specific exemption from the registration provisions of the Act which depends, among other things, upon the bona fide nature of his representations as expressed herein; (b) The Grantee understands that the Option and the Class B Shares issuable upon exercise thereof must be held by him indefinitely unless they are being offered and sold to it in reliance on specific exemptions from the registration requirements of the U.S. federal and state securities laws and that the Corporation is relying in part upon the truth and accuracy of, and the Grantee’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Grantee set forth herein in order to determine the availability of such exemptions and the eligibility of the Grantee to be granted the Options and acquire the Class B Shares. (c) The Grantee understands that neither the Option nor the Class B Shares have been or are being subsequently registered under the Securities Act of 1933, as amended (the “Securities Act”) or and any applicable state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or sold, assigned or transferred pursuant to an exemption from such registration under the Securities Actis available. Except as provided in Section 13 herein, the Corporation The Company is under no obligation to register the Shares or to comply with make available any exemption available for sale such exemption; (c) Grantee further represents that Grantee has had access to the financial statements or books and records of the Shares without registration.Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial condition and to obtain additional information reasonably necessary to verify the accuracy of such information; (d) The certificate or Unless and until the Shares represented by this Grant are registered under the Securities Act, all certificates representing the Class B Shares and any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant to be acquired upon exercise of the Option any stock split, share reclassification, stock dividend or other similar capital event shall contain bear legends in substantially the following legend in addition to any other legends required by the Corporation’s Certificate of Incorporationform: “THESE SHARES SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES QUALIFIED UNDER THE SECURITIES ACT OF 1933 IS (THE ‘SECURITIES ACT’) OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN EFFECT OR (II) THE CORPORATION HAS RECEIVED AN OPINION ABSENCE OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF 1933ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM. THE ACCUMULATION SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN STOCK AWARD AGREEMENT DATED DECEMBER 15. 2014, BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES OF COMMON STOCK BY ANY PERSON, AS DEFINED IN THE COMPANY’S CERTIFICATE OF INCORPORATION, IS RESTRICTED TO 9.2% OF THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WITHOUT REGARD TO CLASS. ANY TRANSFER WHICH CREATES AN ACCUMULATION IN EXCESS OF THAT AMOUNT VIOLATES THE CERTIFICATE OF INCORPORATION AND IS VOID. IF, NOTWITHSTANDING THE ABOVE, SUCH ACCUMULATION RESULTS, THE SHARES IN EXCESS OF 9.2% ARE SUBJECT TO CERTAIN RESTRICTIONS ON VOTING POWER AND RECEIPT OF DIVIDENDS, AND MAY BE MADE SUBJECT TO PURCHASE REPURCHASE BY THE COMPANYCOMPANY UNDER CERTAIN CONDITIONS. FURTHER, SUCH PERSON MAY BE REQUIRED TO INDEMNIFY THE COMPANY AGAINST TAXES INCURRED AND OTHER LOSSES RESULTING FROM (1) LOSS OF ITS TAX QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST OR (2) BECOMING A PERSONAL HOLDING COMPANY”and/or such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares have been placed with the Company’s transfer agent. (e) The Grantee has reviewed with his own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement and is relying solely on such advisors and not on any statements or representations of the Corporation or any of its employees or agents. (f) The Grantee understands that he or she will recognize income, for Federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, as of the date of grant, exceeds the price paid by Grantee, if any. The acceptance of the Shares by Grantee (shall constitute an agreement by Grantee to report such income in accordance with then applicable law. Withholding for federal or state income and not employment tax purposes will be made, if and as required by law, from Grantee’s then current compensation, or, if such current compensation is insufficient to satisfy withholding tax liability, the Corporation) shall be responsible for his own tax liability that Company may arise as require Grantee to make a result of this investment or the transactions contemplated by this Agreementcash payment to cover such liability.

Representations and Warranties of the Grantee. The Grantee represents, hereby represents and warrants and agrees as followsto the Company that: (a) The [20--] Performance-Based LTIP Units are being acquired for the Grantee’s own account, only for investment purposes and not with a view to, or for resale in connection with, any public distribution or public offering thereof within the meaning of the Act. (b) The Grantee understands and acknowledges that the [20--] Performance-Based LTIP Units offered pursuant to this Agreement have not been registered under the Act or any other securities laws and is not being offered for resale in transactions that do not require registration under the Act or any other securities laws and, therefore, the [20--] Performance-Based LTIP Units will be characterized as “restricted securities” under the Act and such laws and may not be sold unless the [20--] Performance-Based LTIP Units are subsequently registered under the Act and qualified under state law or unless an exemption from such registration and such qualification is available. (ic) The Grantee has such knowledge and experience in financial and business and financial matters as to be capable of evaluating the merits and risks of the Grantee’s prospective acquisition of the [20--] Performance-Based LTIP Units, and/or has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment in advisors to do so, and has the Class B Shares; (ii) is capable of bearing ability to bear the economic risks associated with the investment in the Class B Shares; (ii) has been provided the opportunity to ask questions and receive answers concerning the Corporation and to obtain any additional information which the Corporation possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished to it; and (iv) will acquire the Class B Stock for its own account and not with a view toward, or for resale in connection with, the sale or distribution thereof. (b) The Grantee understands that the Option and the Class B Shares issuable upon exercise thereof are being offered and sold to it in reliance on specific exemptions from the registration requirements of the U.S. federal and state securities laws and that the Corporation is relying in part upon the truth and accuracy of, and the Grantee’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Grantee set forth herein in order to determine the availability of such exemptions and the eligibility of the Grantee to be granted the Options and acquire the Class B Shares. (c) The Grantee understands that neither the Option nor the Class B Shares have been or are being registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or sold, assigned or transferred pursuant to an exemption from registration under the Securities Act. Except as provided in Section 13 herein, the Corporation is under no obligation to register the Shares or to comply with any exemption available for sale of the Shares without registrationprospective acquisition. (d) The certificate or certificates representing Grantee agrees that it has had access to such financial and other information concerning the Class B Shares to be acquired upon exercise Company and the [20--] Performance-Based LTIP Units as it has deemed necessary in connection with acquisition of the Option shall contain [20--] Performance-Based LTIP Units, including an opportunity to ask questions of and request information from the following legend in addition to any other legends required by the Corporation’s Certificate of Incorporation: “THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933 IS IN EFFECT OR (II) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. THE ACCUMULATION OF SHARES OF COMMON STOCK BY ANY PERSON, AS DEFINED IN THE COMPANY’S CERTIFICATE OF INCORPORATION, IS RESTRICTED TO 9.2% OF THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WITHOUT REGARD TO CLASS. ANY TRANSFER WHICH CREATES AN ACCUMULATION IN EXCESS OF THAT AMOUNT VIOLATES THE CERTIFICATE OF INCORPORATION AND IS VOID. IF, NOTWITHSTANDING THE ABOVE, SUCH ACCUMULATION RESULTS, THE SHARES IN EXCESS OF 9.2% ARE SUBJECT TO CERTAIN RESTRICTIONS ON VOTING POWER AND RECEIPT OF DIVIDENDS, AND MAY BE MADE SUBJECT TO PURCHASE BY THE COMPANY. FURTHER, SUCH PERSON MAY BE REQUIRED TO INDEMNIFY THE COMPANY AGAINST TAXES INCURRED AND OTHER LOSSES RESULTING FROM (1) LOSS OF ITS TAX QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST OR (2) BECOMING A PERSONAL HOLDING COMPANY”Partnership. (e) The Grantee has reviewed with his own tax advisors General Partner may make such rules and regulations and establish such procedures for the federal, state, local and foreign tax consequences administration of this investment Agreement as it deems appropriate. Without limiting the generality of the foregoing, the General Partner may, in good faith, (i) interpret this Agreement, with such interpretations to be conclusive and binding on all persons and otherwise accorded the transactions contemplated maximum deference permitted by law, provided that the General Partner's interpretation shall not be entitled to deference on and after a Change in Control except to the extent that such interpretations are made exclusively by a General Partner who is comprised of one or more individuals who served on the Compensation Committee of the Board of Directors of the REIT before the Change in Control; and (ii) take any other actions and make any other determinations or decisions that it deems necessary or appropriate in connection with this Agreement and is relying solely on such advisors and not on or the administration or interpretation thereof. In the event of any statements dispute or representations disagreement as to the interpretation of this Agreement or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to this Agreement, the decision of the Corporation or any of its employees or agents. (f) The Grantee understands that the Grantee (and not the Corporation) General Partner shall be responsible for his own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreementfinal and binding upon all persons.

Representations and Warranties of the Grantee. The This Agreement and the issuance and grant of the Shares hereunder is made by the Company in reliance upon the express representations and warranties of the Grantee, which by acceptance hereof the Grantee represents, warrants and agrees as followsconfirms that: (a) The Grantee (i) has such knowledge and experience in business and financial matters as Shares granted to be capable of evaluating the merits and risks of the him pursuant to this Agreement are being acquired by him for his own account, for investment in the Class B Shares; (ii) is capable of bearing the economic risks associated with the investment in the Class B Shares; (ii) has been provided the opportunity to ask questions and receive answers concerning the Corporation and to obtain any additional information which the Corporation possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished to it; and (iv) will acquire the Class B Stock for its own account purposes, and not with a view towardto, or for resale sale in connection with, any distribution of the sale or distribution thereof.Shares. It is understood that the Shares have not been registered under the Act by reason of a specific exemption from the registration provisions of the Act which depends, among other things, upon the bona fide nature of his representations as expressed herein; (b) The Grantee understands that the Option and the Class B Shares issuable upon exercise thereof must be held by him indefinitely unless they are being offered and sold to it in reliance on specific exemptions from the registration requirements of the U.S. federal and state securities laws and that the Corporation is relying in part upon the truth and accuracy of, and the Grantee’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Grantee set forth herein in order to determine the availability of such exemptions and the eligibility of the Grantee to be granted the Options and acquire the Class B Shares. (c) The Grantee understands that neither the Option nor the Class B Shares have been or are being subsequently registered under the Securities Act of 1933, as amended (the “Securities Act”) or and any applicable state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or sold, assigned or transferred pursuant to an exemption from such registration under the Securities Actis available. Except as provided in Section 13 herein, the Corporation The Company is under no obligation to register the Shares or to comply with make available any exemption available for sale such exemption; (c) Grantee further represents that Grantee has had access to the financial statements or books and records of the Shares without registration.Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial condition and to obtain additional information reasonably necessary to verify the accuracy of such information, (d) The certificate or Unless and until the Shares represented by this Grant are registered under the Securities Act, all certificates representing the Class B Shares and any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant to be acquired upon exercise of the Option any stock split, share reclassification, stock dividend or other similar capital event shall contain bear legends in substantially the following legend in addition to any other legends required by the Corporation’s Certificate of Incorporationform: “THESE SHARES SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES QUALIFIED UNDER THE SECURITIES ACT OF 1933 IS (THE ’SECURITIES ACT’) OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN EFFECT OR (II) THE CORPORATION HAS RECEIVED AN OPINION ABSENCE OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF 1933. THE ACCUMULATION OF SHARES OF COMMON STOCK BY ANY PERSONSTATE, AS DEFINED IN THE COMPANY’S CERTIFICATE OF INCORPORATION, IS RESTRICTED UNLESS PURSUANT TO 9.2% OF THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WITHOUT REGARD TO CLASS. ANY TRANSFER WHICH CREATES AN ACCUMULATION IN EXCESS OF THAT AMOUNT VIOLATES THE CERTIFICATE OF INCORPORATION AND IS VOID. IF, NOTWITHSTANDING THE ABOVE, SUCH ACCUMULATION RESULTS, THE SHARES IN EXCESS OF 9.2% ARE SUBJECT TO CERTAIN RESTRICTIONS ON VOTING POWER AND RECEIPT OF DIVIDENDS, AND MAY BE MADE SUBJECT TO PURCHASE BY THE COMPANY. FURTHER, SUCH PERSON MAY BE REQUIRED TO INDEMNIFY THE COMPANY AGAINST TAXES INCURRED AND OTHER LOSSES RESULTING FROM (1) LOSS OF ITS TAX QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST OR (2) BECOMING A PERSONAL HOLDING COMPANY”EXEMPTIONS THEREFROM. (e) The Grantee has reviewed All certificates representing the Shares shall bear legends in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN STOCK AWARD AGREEMENT DATED __________, 2010 BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE BY THE COMPANY UNDER CERTAIN CONDITIONS. and/or such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with his own tax advisors respect to the federal, state, local and foreign tax consequences of this investment and Shares have been placed with the transactions contemplated by this Agreement and is relying solely on such advisors and not on any statements or representations of the Corporation or any of its employees or agentsCompany’s transfer agent. (f) The Grantee understands that the Grantee (and not the Corporation) shall be responsible for his own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Representations and Warranties of the Grantee. The This Agreement and the issuance and grant of the Shares hereunder is made by the Company in reliance upon the express representations and warranties of the Grantee, which by acceptance hereof the Grantee represents, warrants and agrees as followsconfirms that: (a) The Grantee (i) has such knowledge and experience in business and financial matters as Shares granted to be capable of evaluating the merits and risks of the him pursuant to this Agreement are being acquired by him for his own account, for investment in the Class B Shares; (ii) is capable of bearing the economic risks associated with the investment in the Class B Shares; (ii) has been provided the opportunity to ask questions and receive answers concerning the Corporation and to obtain any additional information which the Corporation possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished to it; and (iv) will acquire the Class B Stock for its own account purposes, and not with a view towardto, or for resale sale in connection with, any distribution of the sale or distribution thereof.Shares. It is understood that the Shares have not been registered under the Act by reason of a specific exemption from the registration provisions of the Act which depends, among other things, upon the bona fide nature of his representations as expressed herein; (b) The Grantee understands that the Option and the Class B Shares issuable upon exercise thereof must be held by him indefinitely unless they are being offered and sold to it in reliance on specific exemptions from the registration requirements of the U.S. federal and state securities laws and that the Corporation is relying in part upon the truth and accuracy of, and the Grantee’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Grantee set forth herein in order to determine the availability of such exemptions and the eligibility of the Grantee to be granted the Options and acquire the Class B Shares. (c) The Grantee understands that neither the Option nor the Class B Shares have been or are being subsequently registered under the Securities Act of 1933, as amended (the “Securities Act”) or and any applicable state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or sold, assigned or transferred pursuant to an exemption from such registration under the Securities Actis available. Except as provided in Section 13 herein, the Corporation The Company is under no obligation to register the Shares or to comply with make available any exemption available for sale such exemption; and (c) Grantee further represents that Grantee has had access to the financial statements or books and records of the Shares without registration.Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial condition and to obtain additional information reasonably necessary to verify the accuracy of such information, (d) The certificate or Unless and until the Shares represented by this Grant are registered under the Securities Act, all certificates representing the Class B Shares and any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant to be acquired upon exercise of the Option any stock split, share reclassification, stock dividend or other similar capital event shall contain bear legends in substantially the following legend in addition to any other legends required by the Corporation’s Certificate of Incorporationform: “THESE SHARES SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES QUALIFIED UNDER THE SECURITIES ACT OF 1933 IS (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN EFFECT OR (II) THE CORPORATION HAS RECEIVED AN OPINION ABSENCE OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF 1933ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM. THE ACCUMULATION SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN STOCK AWARD AGREEMENT DATED ____________ BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES OF COMMON STOCK BY ANY PERSON, AS DEFINED IN THE COMPANY’S CERTIFICATE OF INCORPORATION, IS RESTRICTED TO 9.2% OF THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WITHOUT REGARD TO CLASS. ANY TRANSFER WHICH CREATES AN ACCUMULATION IN EXCESS OF THAT AMOUNT VIOLATES THE CERTIFICATE OF INCORPORATION AND IS VOID. IF, NOTWITHSTANDING THE ABOVE, SUCH ACCUMULATION RESULTS, THE SHARES IN EXCESS OF 9.2% ARE SUBJECT TO CERTAIN RESTRICTIONS ON VOTING POWER AND RECEIPT OF DIVIDENDS, AND MAY BE MADE SUBJECT TO PURCHASE REPURCHASE BY THE COMPANYCOMPANY UNDER CERTAIN CONDITIONS. FURTHER, SUCH PERSON MAY BE REQUIRED TO INDEMNIFY THE COMPANY AGAINST TAXES INCURRED AND OTHER LOSSES RESULTING FROM (1) LOSS OF ITS TAX QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST OR (2) BECOMING A PERSONAL HOLDING COMPANY”and/or such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares have been placed with the Company's transfer agent. (e) The Grantee has reviewed with his own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement and is relying solely on such advisors and not on any statements or representations of the Corporation or any of its employees or agents. (f) The Grantee understands that he or she will recognize income, for Federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, as of the date of grant, exceeds the price paid by Grantee, if any. The acceptance of the Shares by Grantee (shall constitute an agreement by Grantee to report such income in accordance with then applicable law. Withholding for federal or state income and not employment tax purposes will be made, if and as required by law, from Grantee's then current compensation, or, if such current compensation is insufficient to satisfy withholding tax liability, the Corporation) shall be responsible for his own tax liability that Company may arise as require Grantee to make a result of this investment or the transactions contemplated by this Agreementcash payment to cover such liability.

Representations and Warranties of the Grantee. The This Agreement and the issuance and grant of the Shares hereunder is made by the Company in reliance upon the express representations and warranties of the Grantee, which by acceptance hereof the Grantee represents, warrants and agrees as followsconfirms that: (a) The Grantee (i) has such knowledge and experience in business and financial matters as Shares granted to be capable of evaluating the merits and risks of the him pursuant to this Agreement are being acquired by him for his own account, for investment in the Class B Shares; (ii) is capable of bearing the economic risks associated with the investment in the Class B Shares; (ii) has been provided the opportunity to ask questions and receive answers concerning the Corporation and to obtain any additional information which the Corporation possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of information furnished to it; and (iv) will acquire the Class B Stock for its own account purposes, and not with a view towardto, or for resale sale in connection with, any distribution of the sale or distribution thereofShares. (b) The Grantee understands that the Option and the Class B Shares issuable upon exercise thereof must be held by him indefinitely unless they are being offered and sold to it in reliance on specific exemptions from the registration requirements of the U.S. federal and state securities laws and that the Corporation is relying in part upon the truth and accuracy of, and the Grantee’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Grantee set forth herein in order to determine the availability of such exemptions and the eligibility of the Grantee to be granted the Options and acquire the Class B Shares. (c) The Grantee understands that neither the Option nor the Class B Shares have been or are being subsequently registered under the Securities Act of 1933, as amended (the “Securities Act”) or and any applicable state securities laws, and may not be offered for sale, sold, assigned or transferred unless subsequently registered thereunder or sold, assigned or transferred pursuant to an exemption from such registration under the Securities Actis available. Except as provided in Section 13 herein, the Corporation The Company is under no obligation to register the Shares or to comply with make available any exemption available for sale such exemption; and (c) Grantee further represents that Grantee has had access to the financial statements or books and records of the Shares without registration.Company, has had the opportunity to ask questions of the Company concerning its business, operations and financial condition and to obtain additional information reasonably necessary to verify the accuracy of such information, (d) The certificate or Unless and until the Shares represented by this Grant are registered under the Securities Act, all certificates representing the Class B Shares and any certificates subsequently issued in substitution therefor and any certificate for any securities issued pursuant to be acquired upon exercise of the Option any stock split, share reclassification, stock dividend or other similar capital event shall contain bear legends in substantially the following legend in addition to any other legends required by the Corporation’s Certificate of Incorporationform: “THESE SHARES SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE OFFERED OR TRANSFERRED BY SALE, ASSIGNMENT, PLEDGE OR OTHERWISE UNLESS (I) A REGISTRATION STATEMENT FOR THE SHARES QUALIFIED UNDER THE SECURITIES ACT OF 1933 IS (THE 'SECURITIES ACT') OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN EFFECT OR (II) THE CORPORATION HAS RECEIVED AN OPINION ABSENCE OF COUNSEL, WHICH OPINION IS SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS OF 1933ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM. THE ACCUMULATION SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN STOCK AWARD AGREEMENT DATED ____________ BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES OF COMMON STOCK BY ANY PERSON, AS DEFINED IN THE COMPANY’S CERTIFICATE OF INCORPORATION, IS RESTRICTED TO 9.2% OF THE NUMBER OF OUTSTANDING SHARES OF COMMON STOCK WITHOUT REGARD TO CLASS. ANY TRANSFER WHICH CREATES AN ACCUMULATION IN EXCESS OF THAT AMOUNT VIOLATES THE CERTIFICATE OF INCORPORATION AND IS VOID. IF, NOTWITHSTANDING THE ABOVE, SUCH ACCUMULATION RESULTS, THE SHARES IN EXCESS OF 9.2% ARE SUBJECT TO CERTAIN RESTRICTIONS ON VOTING POWER AND RECEIPT OF DIVIDENDS, AND MAY BE MADE SUBJECT TO PURCHASE REPURCHASE BY THE COMPANYCOMPANY UNDER CERTAIN CONDITIONS. FURTHER, SUCH PERSON MAY BE REQUIRED TO INDEMNIFY THE COMPANY AGAINST TAXES INCURRED AND OTHER LOSSES RESULTING FROM (1) LOSS OF ITS TAX QUALIFICATION AS A REAL ESTATE INVESTMENT TRUST OR (2) BECOMING A PERSONAL HOLDING COMPANY”and/or such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions with respect to the Shares have been placed with the Company's transfer agent. (e) The Grantee has reviewed with his own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement and is relying solely on such advisors and not on any statements or representations of the Corporation or any of its employees or agents. (f) The Grantee understands that he or she will recognize income, for Federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, as of the date of grant, exceeds the price paid by Grantee, if any. The acceptance of the Shares by Grantee (shall constitute an agreement by Grantee to report such income in accordance with then applicable law. Withholding for federal or state income and not employment tax purposes will be made, if and as required by law, from Grantee's then current compensation, or, if such current compensation is insufficient to satisfy withholding tax liability, the Corporation) shall be responsible for his own tax liability that Company may arise as require Grantee to make a result of this investment or the transactions contemplated by this Agreementcash payment to cover such liability.