Common use of Securities Law Matters; Transfer Restrictions Clause in Contracts

Securities Law Matters; Transfer Restrictions. (a) Contributor acknowledges that the Operating Partnership intends the offer and issuance of the Units to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws by virtue of (i) the status of the Contributor as an “accredited investor” within the meaning of the federal securities laws, and (ii) Regulation D promulgated under Section 4(2) of the Securities Act (“Regulation D”), and that the Operating Partnership will rely in part upon the representations and warranties made by the Contributor in this Agreement in making the determination that the offer and issuance of the Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to “accredited investors.” (b) Contributor is an “accredited investor” within the meaning of the federal securities laws. (c) Contributor will acquire the Units for his or its own account and not with a view to, or for sale in connection with, any “distribution” thereof within the meaning of the Securities Act. Contributor does not intend or anticipate that the Contributor will rely on this investment as a principal source of income. (d) Contributor has sufficient knowledge and experience in financial, tax and business matters to enable him to evaluate the merits and risks of investment in the Units. Contributor has the ability to bear the economic risk of acquiring the Units. Contributor acknowledges that (i) the transactions contemplated by this Agreement involve complex tax consequences for the Contributor, and the Contributor is relying solely on the advice of the Contributor’s own tax advisors in evaluating such consequences, (ii) the Operating Partnership has not made (nor shall it be deemed to have made) any representations or warranties as to the tax consequences of such transaction to the Contributor, and (iii) references in this Agreement to the intended tax effect of the transactions contemplated hereby shall not be deemed to imply any representation by Operating Partnership as to a particular tax effect that may be obtained by the Contributor. The Contributor remains solely responsible for all tax matters relating to the Contributor. (e) Contributor has been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the Units and any other information the Contributor has requested. The Contributor has had an opportunity to ask questions of, and receive information and answers from, the Operating Partnership and USI concerning the Operating Partnership, USI, the Units, the other IPO Transactions and the Common Shares into which the Units may be redeemed, and to assess and evaluate any information supplied to the Contributor by the Operating Partnership or USI, and all such questions have been answered, and all such information has been provided to the full satisfaction of the Contributor. (f) The Contributor acknowledges that the Contributor is aware that there are substantial restrictions on the transferability of the Units and that the Units will not be registered under the Securities Act or any state securities laws, and the Contributor has no right to require that they be so registered. Contributor agrees that any Units it acquires will not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities laws. Contributor acknowledges that the Contributor shall be responsible for compliance with all conditions on transfer imposed by any securities authority and for any expenses incurred by the Operating Partnership for legal or accounting services in connection with reviewing such a proposed transfer or issuing opinions in connection therewith. (g) Contributor understands that no federal agency (including the Securities and Exchange Commission) or state agency has made or will make any finding or determination as to the fairness of an investment in the Units (including as to the Contribution Unit Amount or the value determined pursuant to Exhibit B)). (h) Contributor understands that there is no established public, private or other market for the Units acquired by the Contributor hereunder and it is not anticipated that there will be any public, private or other market for such Units in the foreseeable future. (i) Contributor understands that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of Units.

Securities Law Matters; Transfer Restrictions. (ai) Contributor Property Owner acknowledges that the Operating Partnership RPLP intends the offer and issuance of the any Units pursuant to this Agreement to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws by virtue of (i1) the status of the Contributor Property Owner as an “accredited investor” within the meaning of the federal securities laws, and (ii2) Regulation D promulgated under Section 4(2) of the Securities Act (“Regulation D”), and that the Operating Partnership RPLP will rely in part upon the representations and warranties made by the Contributor Property Owners in this Agreement in making the determination that the offer and issuance of the Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to “accredited investors.” (bii) Contributor Property Owner is an “accredited investor” within the meaning of the federal securities laws. (ciii) Contributor Property Owner will acquire the Units for his or its own account and not with a view to, or for sale in connection with, any “distribution” thereof within the meaning of the Securities Act. Contributor Property Owner does not intend or anticipate that the Contributor Property Owner will rely on this investment as a principal source of income. (div) Contributor Property Owner has sufficient knowledge and experience in financial, tax and business matters to enable him it to evaluate the merits and risks of investment in the Units. Contributor Property Owner has the ability to bear the economic risk of acquiring the Units. Contributor Property Owner acknowledges that (i1) the transactions contemplated by this Agreement involve complex tax consequences for the ContributorProperty Owner, and the Contributor Property Owner is relying solely on the advice of the ContributorProperty Owner’s own tax advisors in evaluating such consequences, (ii2) the Operating Partnership RPLP has not made (nor shall it be deemed to have made) any representations or warranties as to the tax consequences of such transaction to the ContributorProperty Owner, and (iii3) references in this Agreement to the intended tax effect of the transactions contemplated hereby shall not be deemed to imply any representation by Operating Partnership RPLP as to a particular tax effect that may be obtained by the ContributorProperty Owner. The Contributor Each Property Owner remains solely responsible for all tax matters relating to the ContributorProperty Owner. (e) Contributor has been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the Units and any other information the Contributor has requested. The Contributor has had an opportunity to ask questions of, and receive information and answers from, the Operating Partnership and USI concerning the Operating Partnership, USI, the Units, the other IPO Transactions and the Common Shares into which the Units may be redeemed, and to assess and evaluate any information supplied to the Contributor by the Operating Partnership or USI, and all such questions have been answered, and all such information has been provided to the full satisfaction of the Contributor. (f) The Contributor acknowledges that the Contributor is aware that there are substantial restrictions on the transferability of the Units and that the Units will not be registered under the Securities Act or any state securities laws, and the Contributor has no right to require that they be so registered. Contributor agrees that any Units it acquires will not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities laws. Contributor acknowledges that the Contributor shall be responsible for compliance with all conditions on transfer imposed by any securities authority and for any expenses incurred by the Operating Partnership for legal or accounting services in connection with reviewing such a proposed transfer or issuing opinions in connection therewith. (g) Contributor understands that no federal agency (including the Securities and Exchange Commission) or state agency has made or will make any finding or determination as to the fairness of an investment in the Units (including as to the Contribution Unit Amount or the value determined pursuant to Exhibit B)). (h) Contributor understands that there is no established public, private or other market for the Units acquired by the Contributor hereunder and it is not anticipated that there will be any public, private or other market for such Units in the foreseeable future. (i) Contributor understands that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of Units.

Securities Law Matters; Transfer Restrictions. (a) Contributor acknowledges Advisor Parent acknowledge that the Operating Partnership GNL intends the offer and issuance of the Units GNL Shares to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws Laws by virtue of (i) the status of the Contributor Advisor Parent as an “accredited investor” within the meaning of the federal securities lawsLaws, and (ii) Regulation D promulgated under Section 4(24(a)(2) of the Securities Act (“Regulation D”), and that the Operating Partnership GNL will rely in part upon the representations and warranties made by the Contributor Advisor Parent in this Agreement in making the determination that the offer and issuance of the Units GNL Shares qualify for exemption under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D as an offer and sale only to “accredited investors.” (b) Contributor Advisor Parent is an “accredited investor” within the meaning of the federal securities laws.Law, particularly Regulation D. (c) Contributor Advisor Parent will acquire the Units GNL Shares for his or its own account and not with a view to, or for sale in connection with, any “distribution” thereof within the meaning of the Securities Act. Contributor does not intend or anticipate that the Contributor will rely on this investment as a principal source of income. (d) Contributor Advisor Parent has sufficient knowledge and experience in financial, tax Tax, and business matters to enable him it to evaluate the merits and risks of investment in the UnitsGNL Shares. Contributor Advisor Parent has the ability to bear the economic risk of acquiring the UnitsGNL Shares. Contributor Advisor Parent acknowledges that (i) the transactions contemplated by this Agreement involve complex tax Tax consequences for the ContributorAdvisor Parent, and the Contributor Advisor Parent is relying solely on the advice of the ContributorAdvisor Parent’s own tax Tax advisors in evaluating such consequences, ; (ii) the Operating Partnership neither GNL nor any Internalization Sub has not made (nor shall it be deemed to have made) any representations or warranties as to the tax Tax consequences of such transaction to the Contributor, Advisor Pxxxxx; and (iii) references in this Agreement to the intended tax Tax effect of the transactions contemplated hereby shall not be deemed to imply any representation by Operating Partnership GNL or any Internalization Sub as to a particular tax Tax effect that may be obtained by the ContributorAdvisor Parent. The Contributor Advisor Parent remains solely responsible for all tax Tax matters relating to the ContributorAdvisor Parent. (ed) Contributor Advisor Parent has been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the Units GNL Shares and any other information the Contributor Advisor Parent has requested. The Contributor Advisor Pxxxxx has had an opportunity to ask questions of, and receive information and answers from, the Operating Partnership and USI GNL and/or any Internalization Sub concerning the Operating PartnershipGNL, USIany Internalization Sub, the UnitsGNL Shares, the other IPO Transactions and the Common Shares into which contribution of the Units may be redeemedBusiness Assets, and to assess and evaluate any information supplied to Advisor Parent by GNL and/or the Contributor by the Operating Partnership or USIInternalization Subs, and all such questions have been answered, and all such information has been provided to the full satisfaction of the ContributorAdvisor Parent. (fe) The Contributor Advisor Parent acknowledges that the Contributor it is aware that there are substantial restrictions on the transferability of the Units and that the Units will not be registered under the Securities Act or any state securities laws, and the Contributor has no right to require that they be so registeredGNL Shares. Contributor Advisor Pxxxxx agrees that any Units GNL Shares it acquires will not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities laws. Contributor acknowledges that the Contributor shall be responsible for compliance with all conditions on transfer imposed by any securities authority and for any expenses incurred by the Operating Partnership for legal or accounting services in connection with reviewing such a proposed transfer or issuing opinions in connection therewithLaws. (g) Contributor understands that no federal agency (including the Securities and Exchange Commission) or state agency has made or will make any finding or determination as to the fairness of an investment in the Units (including as to the Contribution Unit Amount or the value determined pursuant to Exhibit B)). (h) Contributor understands that there is no established public, private or other market for the Units acquired by the Contributor hereunder and it is not anticipated that there will be any public, private or other market for such Units in the foreseeable future. (i) Contributor understands that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of Units.

Securities Law Matters; Transfer Restrictions. (a) Contributor acknowledges RPC and each Investor acknowledge that the Operating Partnership intends for the offer and issuance of the Units to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) ), and applicable state securities laws by virtue of (i) the status of the Contributor as an “accredited investor” within the meaning of the federal securities laws, and (ii) Regulation D promulgated under Section 4(2) of the Securities Act (“Regulation D”), and that the Operating Partnership will rely in part upon the representations and warranties made by the Contributor in this Agreement in making the determination that the offer and issuance of the Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to “accredited investors.” (b) Contributor Each Investor acknowledges that it is an “accredited investor” within the meaning of the federal securities laws. (c) Contributor Each Investor will acquire the Units for his or its own account and not with a view to, or for sale in connection with, any “distribution” thereof within the meaning of the Securities Act. Contributor does not intend or anticipate that the Contributor will rely on this investment as a principal source of income. (d) Contributor Each Investor has sufficient knowledge and experience in financial, tax and business matters to enable him it to evaluate the merits and risks of investment in the Units. Contributor Each Investor has the ability to bear the economic risk of acquiring the Units. Contributor Each Investor acknowledges that (i) the transactions contemplated by this Agreement involve complex tax consequences for the ContributorInvestor, and the Contributor each Investor is relying solely on the advice of the Contributorsuch person’s own tax advisors in evaluating such consequences, (ii) the Operating Partnership has not made (nor shall it be deemed to have made) any representations or warranties as to the tax consequences of such transaction to the ContributorInvestor, and (iii) references in this Agreement to the intended tax effect of the transactions contemplated hereby shall not be deemed to imply any representation by the Operating Partnership as to a particular tax effect that may be obtained by the ContributorInvestor. The Contributor remains Investors remain solely responsible for all tax matters relating to the Contributorsuch persons. (e) Contributor Each Investor has been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the Units and any other information the Contributor such Investor has requested. The Contributor has had an opportunity to ask questions of, and receive information and answers from, the Operating Partnership and USI concerning the Operating Partnership, USI, the Units, the other IPO Transactions and the Common Shares into which the Units may be redeemed, and to assess and evaluate any information supplied to the Contributor by the Operating Partnership or USI, and all such questions have been answered, and all such information has been provided to the full satisfaction of the Contributor. (f) The Contributor Each Investor acknowledges that the Contributor is aware that there are substantial restrictions on the transferability of the Units and that the Units will not be registered under the Securities Act or any state securities laws, and the Contributor Investor has no right to require that they be so registered. Contributor Each Investor agrees that any Units it acquires will not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities laws. Contributor acknowledges that the Contributor shall be responsible for compliance with all conditions on transfer imposed by any securities authority and for any expenses incurred by the Operating Partnership for legal or accounting services in connection with reviewing such a proposed transfer or issuing opinions in connection therewith. (g) Contributor Each Investor understands that no federal agency (including the Securities and Exchange Commission) or state agency has made or will make any finding or determination as to the fairness of an investment in the Units (including as to the Contribution Unit Amount number of Units (or the value determined their value) issued pursuant to Exhibit B)hereto). (h) Contributor Each Investor understands that there is no established public, private or other market for the Units acquired by the Contributor such Investor hereunder and it is not anticipated that there will be any public, private or other market for such Units in the foreseeable future. (i) Contributor Each Investor understands that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of Units.

Securities Law Matters; Transfer Restrictions. (a) Each Contributor Party acknowledges that the Operating Partnership that: (i) Buyer intends the offer exchange and issuance of the Units to Buyer Securities contemplated hereby be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws Laws by virtue of (iA) the status of the each Contributor as an “accredited investor” within the meaning of the federal securities lawsLaws, and (iiB) Regulation D promulgated under Section 4(24(a)(2) of the Securities Act (“Regulation D”), and that the Operating Partnership will rely in part (B) Buyer is relying upon the representations and warranties made by of the Contributor Parties set forth in this Agreement and the Ancillary Agreements in making the determination that the offer exchange and issuance of the Units Buyer Securities contemplated hereby qualify for exemption under Rule 506 of Regulation D as an offer exchange, offer, sale and sale issuance only to an “accredited investorsinvestor.” (b) Each Contributor Party is an “accredited investor” within the meaning of the federal securities laws.Law, including Regulation D. (c) Each Contributor will acquire is acquiring the Units Buyer Securities for his or its own account and not with a view to, or for sale in connection with, any “distribution” thereof within the meaning of the Securities Act. Contributor does not intend or anticipate that the Contributor will rely on this investment as a principal source of income. (d) Each Contributor has sufficient knowledge and experience in financial, tax financial and business matters to enable him such Contributor to evaluate the merits and risks of investment in the UnitsBuyer Securities. Each Contributor has the ability to bear the economic risk of acquiring the UnitsBuyer Securities. Each Contributor Party acknowledges that that: (i) the transactions contemplated by this Agreement Transactions involve complex tax Tax consequences for the Contributor, and the each Contributor Party; (ii) each Contributor Party is relying solely on the advice of the Contributorsuch Contributor Party’s own tax Tax advisors in evaluating such consequences, ; (iiiii) the Operating Partnership Buyer has not made (nor shall it be deemed to have made) any representations representation or warranties warranty as to the tax Tax consequences of such transaction the Transaction to the Contributor, and any Contributor Party or any Affiliate of any Contributor Party; (iiiiv) references in this Agreement to the intended tax Tax effect of the transactions contemplated hereby Transactions shall not be deemed to imply any representation or warranty by Operating Partnership Buyer as to a particular tax Tax effect that may be obtained by the Contributor. The any Contributor Party or any Affiliate of any Contributor Party; and (v) each Contributor Party remains solely responsible for all tax Tax matters relating to the Contributorany Contributor Party and any Affiliate of any Contributor Party. (e) Each Contributor has been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the Units and any other information the Contributor has requested. The Contributor Party has had an opportunity to ask questions of, and receive has received sufficient information and answers from, the Operating Partnership Buyer and USI Buyer’s Affiliates concerning the Operating Partnership, USIBuyer and Buyer’s Affiliates, the Units, the other IPO Transactions Buyer Securities and the Common Shares any Equity Interests into which the Units Buyer Securities may be redeemedexchanged pursuant to the Buyer Charter Documents, and to assess and evaluate any information supplied to the such Contributor Party by the Operating Partnership or USI, Buyer and all such questions have been answered, and all such information has been provided to the full satisfaction of the ContributorBuyer’s Affiliates. (f) The Each Contributor Party acknowledges that the Contributor is aware that that: (i) there are substantial restrictions on the transferability of the Units and that Buyer Securities; (ii) the Units will Buyer Securities shall not be registered under the Securities Act or any state securities laws, Laws; and (iii) the Contributor has no right to require that they be so registered. Each Contributor Party agrees that any Units it Buyer Securities such Contributory Party or any Affiliate of any Contributor Party acquires will shall not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities laws. Contributor acknowledges that Laws and in accordance with the Contributor shall be responsible for compliance with all conditions on transfer imposed by any securities authority and for any expenses incurred by the Operating Partnership for legal or accounting services Buyer Charter Documents as in connection with reviewing such a proposed transfer or issuing opinions in connection therewitheffect from time to time. (g) Each Contributor understands that no federal agency (including the Securities and Exchange Commission) or state agency has made or will make any finding or determination as to the fairness of an investment in the Units (including as to the Contribution Unit Amount or the value determined pursuant to Exhibit B)). (h) Contributor Party understands that there is no established public, private or other market for the Units acquired by the Buyer Securities to be issued to any Contributor hereunder hereunder, and it is not anticipated that there will be any public, private or other market for such Units Buyer Securities in the foreseeable future. (ih) Each Contributor Party understands that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale exchange and issuance of Unitsthe Buyer Securities contemplated hereby.

Securities Law Matters; Transfer Restrictions. Each of Blackwells Capital, Blackwells Onshore and Related represents and warrants to the Companies that: (a) Contributor Such Investor Party acknowledges that the Operating Partnership GNL intends the offer and issuance of the Units GNL Common Stock pursuant to this Agreement to be exempt from registration under the Securities Act of 1933, as amended 1933 (the “Securities Act”) and applicable state securities laws by virtue of (i) the status of the Contributor each of such Investor Party as an “accredited investor” within the meaning of the federal securities lawsLaws, and (ii) Regulation D promulgated under Section 4(24(a)(2) of the Securities Act (“Regulation D”), and that the Operating Partnership GNL will rely in part upon the representations and warranties made by the Contributor Investor Parties in this Agreement in making the determination that the offer and issuance of the Units such GNL Common Stock qualify for exemption under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D as an offer and sale only to “accredited investors.” (b) Contributor Such Investor Party is an “accredited investor” within the meaning of the federal securities laws.Law, particularly Regulation D. (c) Contributor Such Investor Party will acquire the Units GNL Common Stock pursuant to this Agreement for his or its own account and not with a view to, or for sale in connection with, any “distribution” thereof within the meaning of the Securities Act. Contributor does not intend or anticipate that the Contributor will rely on this investment as a principal source of income. (d) Contributor Such Investor Party has sufficient knowledge and experience in financial, tax tax, and business matters to enable him it to evaluate the merits and risks of investment in the Unitssuch GNL Common Stock. Contributor Such Investor Party has the ability to bear the economic risk of acquiring the UnitsGNL Common Stock pursuant to this Agreement. Contributor Such Investor Party acknowledges that (i) the transactions contemplated by this Agreement involve complex tax consequences for the Contributorsuch Investor Party, and the Contributor such Investor Party is relying solely on the advice of the Contributor’s its own tax advisors in evaluating such consequences, ; (ii) the Operating Partnership GNL has not made (nor shall it be deemed to have made) any representations or warranties as to the tax consequences of such transaction to the Contributor, Investor Parties; and (iii) references in this Agreement to the intended tax effect of the transactions contemplated hereby shall not be deemed to imply any representation by Operating Partnership GNL as to a particular tax effect that may be obtained by the ContributorInvestor Parties. The Contributor Such Investor Party remains solely responsible for all tax matters relating to the Contributorsuch Investor Party. (ed) Contributor Such Investor Party has been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the Units GNL Common Stock pursuant to this Agreement and any other information the Contributor such Investor Party has requested. The Contributor Such Investor Party has had an opportunity to ask questions of, and receive information and answers from, the Operating Partnership and USI concerning the Operating Partnership, USI, the Units, the other IPO Transactions and the Common Shares into which the Units may be redeemedfrom GNL, and to assess and evaluate any information supplied to the Contributor Investor Parties by the Operating Partnership or USIGNL, and all such questions have been answered, and all such information has been provided to the full satisfaction of the Contributorsuch Investor Party. (fe) The Contributor Such Investor Party acknowledges that the Contributor it is aware that there are substantial restrictions on the transferability of the Units and that the Units will not be registered under the Securities Act or any state securities laws, and the Contributor has no right GNL Common Stock issued pursuant to require that they be so registeredthis Agreement. Contributor Such Investor Party agrees that any Units GNL Common Stock it acquires pursuant to this Agreement will not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities laws. Contributor acknowledges that . (f) It is understood that, except as provided below, certificates or book-entry records evidencing the Contributor shall be responsible for compliance with all conditions on transfer imposed by shares of GNL Common Stock issued pursuant to this Agreement may bear the following or any securities authority and for any expenses incurred similar legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.” If required by the Operating Partnership for legal or accounting services authorities of any state in connection with reviewing such a proposed transfer the issuance or issuing opinions in connection therewith. (g) Contributor understands that no federal agency (including sale of the Securities and Exchange Commission) or state agency has made or will make any finding or determination as to the fairness shares of an investment in the Units (including as to the Contribution Unit Amount or the value determined GNL Common Stock acquired pursuant to Exhibit B))this Agreement, the legend required by such state authority. (h) Contributor understands that there is no established public, private or other market for the Units acquired by the Contributor hereunder and it is not anticipated that there will be any public, private or other market for such Units in the foreseeable future. (i) Contributor understands that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of Units.

Securities Law Matters; Transfer Restrictions. (a) Contributor acknowledges that the Operating Partnership intends the offer and issuance of the Units to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws by virtue of (i) the status of the such Contributor as an “accredited investor” within the meaning of the federal securities laws, and (ii) Regulation D promulgated under Section 4(2) of the Securities Act (“Regulation D”), and that the Operating Partnership will rely in part upon the representations and warranties made by the such Contributor in this Agreement in making the determination that the offer and issuance of the Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to “accredited investors.” (b) Contributor is an “accredited investor” within the meaning of the federal securities laws. (c) Contributor will acquire the Units for his or its own account and not with a view to, or for sale in connection with, any “distribution” thereof within the meaning of the Securities Act. Contributor does not intend or anticipate that the such Contributor will rely on this investment as a principal source of income. (d) Contributor has sufficient knowledge and experience in financial, tax tax, and business matters to enable him to evaluate the merits and risks of investment in the Units. Contributor has the ability to bear the economic risk of acquiring the Units. Contributor acknowledges that (i) the transactions contemplated by this Agreement involve complex tax consequences for the such Contributor, and the Contributor is relying solely on the advice of the such Contributor’s own tax advisors in evaluating such consequences, (ii) the Operating Partnership has not made (nor shall it be deemed to have made) any representations or warranties as to the tax consequences of such transaction to the such Contributor, and (iii) references in this Agreement to the intended tax effect of the transactions contemplated hereby shall not be deemed to imply any representation by the Operating Partnership as to a particular tax effect that may be obtained by the such Contributor. The Contributor remains solely responsible for all tax matters relating to the such Contributor. (e) Contributor has been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the Units and any other information the such Contributor has requested. The Contributor has had an opportunity to ask questions of, and receive information and answers from, the Operating Partnership and USI the REIT concerning the Operating Partnership, USIthe REIT, the Units, the other IPO Transactions contribution of the Xxxxxx Property and the Common Shares REIT common shares into which the Units may be redeemed, and to assess and evaluate any information supplied to the such Contributor by the Operating Partnership or USIthe REIT, and all such questions have been answered, and all such information has been provided to the full satisfaction of the such Contributor. (f) The Contributor acknowledges that the such Contributor is aware that there are substantial restrictions on the transferability of the Units and that the Units will not be registered under the Securities Act or any state securities laws, and the such Contributor has no right to require that they be so registered. Contributor agrees that any Units it he acquires will not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities laws. Contributor acknowledges that the such Contributor shall be responsible for compliance with all conditions on transfer imposed by any securities authority and for any expenses incurred by the Operating Partnership for legal or accounting services in connection with reviewing such a proposed transfer or issuing opinions in connection therewith. (g) Contributor understands that no federal agency (including the Securities and Exchange Commission) or state agency has made or will make any finding or determination as to the fairness of an investment in the Units (including including, as to the Contribution Unit Amount or Contributor, the value Agreed Value determined pursuant to Exhibit BSection 1.2(a)). (h) Contributor understands that there is no established public, private or other market for the Units acquired by the such Contributor hereunder and it is not anticipated that there will be any public, private or other market for such Units in the foreseeable future. (i) Contributor understands that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of Units.

Securities Law Matters; Transfer Restrictions. (a) Contributor acknowledges and such Contributor’s respective Unit Recipient acknowledge that the Operating Partnership intends the offer and issuance of the Units to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws by virtue of (i) the status of the Contributor such Unit Recipient as an “accredited investor” within the meaning of the federal securities laws, and (ii) Regulation D promulgated under Section 4(2) of the Securities Act (“Regulation D”), and that the Operating Partnership will rely in part upon the representations and warranties made by the such Contributor and such Contributor’s respective Unit Recipient in this Agreement in making the determination that the offer and issuance of the Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to “accredited investors.” (b) Contributor Contributor’s respective Unit Recipient is an “accredited investor” within the meaning of the federal securities laws. (c) Contributor acknowledges and represents that the financial information, including but not limited to, information relating to assets, liabilities, compensation and net worth of the Contributor and/or its affiliates provided by Contributor and/or its affiliates to Xxxxxxx Capital Corporation and/or its affiliates at the time that such Contributor acquired Interests has not materially changed; and Contributor is still an “accredited investor” under Regulation D despite that Contributor may no longer include the value of Contributor’s primary residence as an asset when calculating whether the Contributor has a net worth of $1,000,000 or more. (d) Contributor’s respective Unit Recipient will acquire the Units for his or its own account and not with a view to, or for sale in connection with, any “distribution” thereof within the meaning of the Securities Act. Contributor Contributor’s respective Unit Recipient does not intend or anticipate that the Contributor such Contributor’s respective Unit Recipient will rely on this investment as a principal source of income. (de) Contributor Contributor’s respective Unit Recipient has sufficient knowledge and experience in financial, tax tax, and business matters to enable him it to evaluate the merits and risks of investment in the Units. Contributor Contributor’s respective Unit Recipient has the ability to bear the economic risk of acquiring the Units. Contributor acknowledges and Contributor’s respective Unit Recipient acknowledge that (i) the transactions contemplated by this Agreement involve complex tax consequences for the such Contributor and Contributor’s respective Unit Recipient, and the Contributor is and Contributor’s respective Unit Recipient are relying solely on the advice of the such Contributor’s or Contributor’s respective Unit Recipient’s own tax advisors advisors, as applicable, in evaluating such consequences, (ii) the Operating Partnership has not made (nor shall it be deemed to have made) any representations or warranties as to the tax consequences of such transaction to the such Contributor or Contributor’s respective Unit Recipient, and (iii) references in this Agreement to the intended tax effect of the transactions contemplated hereby shall not be deemed to imply any representation by the Operating Partnership as to a particular tax effect that may be obtained by the such Contributor or Contributor’s respective Unit Recipient. The Contributor remains and Contributor’s respective Unit Recipient remain solely responsible for all tax matters relating to the such Contributor and Contributor’s respective Unit Recipient, respectively. (ef) Contributor Contributor’s respective Unit Recipient has been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the Units and any other information the Contributor such Contributor’s respective Unit Recipient has requested. The Contributor Contributor’s respective Unit Recipient has had an opportunity to ask questions of, and receive information and answers from, the Operating Partnership Partnership, the OP Sub and USI the REIT concerning the Operating Partnership, USIthe REIT, the Units, the other IPO Transactions contribution of the Carlsbad Property and the Common Shares REIT common shares into which the Units may be redeemed, and to assess and evaluate any information supplied to the Contributor such Contributor’s respective Unit Recipient by the Operating Partnership Partnership, the OP Sub or USIthe REIT, and all such questions have been answered, and all such information has been provided to the full satisfaction of the such Contributor’s respective Unit Recipient. (fg) The Contributor Contributor’s respective Unit Recipient acknowledges that the Contributor such Contributor’s respective Unit Recipient is aware that there are substantial restrictions on the transferability of the Units and that the Units will not be registered under the Securities Act or any state securities laws, and the Contributor such Contributor’s respective Unit Recipient has no right to require that they be so registered. Contributor Contributor’s respective Unit Recipient agrees that any Units it acquires will not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities laws. Contributor Contributor’s respective Unit Recipient acknowledges that the Contributor such Contributor’s respective Unit Recipient shall be responsible for compliance with all conditions on transfer imposed by any securities authority and for any expenses incurred by the Operating Partnership for legal or accounting services in connection with reviewing such a proposed transfer or issuing opinions in connection therewith. (gh) Contributor Contributor’s respective Unit Recipient understands that no federal agency (including the Securities and Exchange Commission) or state agency has made or will make any finding or determination as to the fairness of an investment in the Units (including including, as to Contributor’s respective Unit Recipient, the Contribution Unit Amount or the value Agreed Value determined pursuant to Exhibit BSection 1.2(a)). (hi) Contributor Contributor’s respective Unit Recipient understands that there is no established public, private or other market for the Units acquired by the Contributor hereunder such Contributor’s respective Unit Recipient hereunder, and it is not anticipated that there will be any public, private or other market for such Units in the foreseeable future. (ij) Contributor Contributor’s respective Unit Recipient understands that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of Units.

Securities Law Matters; Transfer Restrictions. (a) Contributor acknowledges The General Partners and each Investor, if any, who receive Units hereunder, acknowledge that the Operating Partnership intends for the offer and issuance of the Units to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) ), and applicable state securities laws by virtue of (i) the status of the Contributor as an “accredited investor” within the meaning of the federal securities laws, and (ii) Regulation D promulgated under Section 4(2) of the Securities Act (“Regulation D”), and that the Operating Partnership will rely in part upon the representations and warranties made by the Contributor in this Agreement in making the determination that the offer and issuance of the Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to “accredited investors.” (b) Contributor Each Investor acknowledges that it is an “accredited investor” within the meaning of the federal securities laws. (c) Contributor Each Investor will acquire the Units for his or its own account and not with a view to, or for sale in connection with, any “distribution” thereof within the meaning of the Securities Act. Contributor does not intend or anticipate that the Contributor will rely on this investment as a principal source of income. (d) Contributor Each Investor has sufficient knowledge and experience in financial, tax and business matters to enable him it to evaluate the merits and risks of investment in the Units. Contributor Each Investor has the ability to bear the economic risk of acquiring the Units. Contributor Each Investor acknowledges that (i) the transactions contemplated by this Agreement involve complex tax consequences for the ContributorInvestor, and the Contributor each Investor is relying solely on the advice of the Contributorsuch person’s own tax advisors in evaluating such consequences, (ii) the Operating Partnership has not made (nor shall it be deemed to have made) any representations or warranties as to the tax consequences of such transaction to the ContributorInvestor, and (iii) references in this Agreement to the intended tax effect of the transactions contemplated hereby shall not be deemed to imply any representation by the Operating Partnership as to a particular tax effect that may be obtained by the ContributorInvestor. The Contributor Investor remains solely responsible for all tax matters relating to the Contributorsuch persons. (e) Contributor Each Investor has been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the Units and any other information the Contributor such Investor has requested. The Contributor has had an opportunity to ask questions of, and receive information and answers from, the Operating Partnership and USI concerning the Operating Partnership, USI, the Units, the other IPO Transactions and the Common Shares into which the Units may be redeemed, and to assess and evaluate any information supplied to the Contributor by the Operating Partnership or USI, and all such questions have been answered, and all such information has been provided to the full satisfaction of the Contributor. (f) The Contributor Each Investor acknowledges that the Contributor is aware that there are substantial restrictions on the transferability of the Units and that the Units will not be registered under the Securities Act or any state securities laws, and the Contributor Investor has no right to require that they be so registered. Contributor Each Investor agrees that any Units it acquires will not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities laws. Contributor acknowledges that the Contributor shall be responsible for compliance with all conditions on transfer imposed by any securities authority and for any expenses incurred by the Operating Partnership for legal or accounting services in connection with reviewing such a proposed transfer or issuing opinions in connection therewith. (g) Contributor Each Investor understands that no federal agency (including the Securities and Exchange Commission) or state agency has made or will make any finding or determination as to the fairness of an investment in the Units (including as to the Contribution Unit Amount or the value determined number of Units (and their value) issued pursuant to Exhibit B)hereto). (h) Contributor Each Investor understands that there is no established public, private or other market for the Units acquired by the Contributor such Investor hereunder and it is not anticipated that there will be any public, private or other market for such Units in the foreseeable future. (i) Contributor Each Investor understands that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of Units.

Securities Law Matters; Transfer Restrictions. (a) Contributor SSH acknowledges that the Operating Partnership intends the offer and issuance of the OP Units to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws Laws by virtue of (i) the status of the Contributor SSH as an “accredited investor” within the meaning of the federal securities lawsLaws, and (ii) Regulation D promulgated under Section 4(2) of the Securities Act (“Regulation D”), and that the Operating Partnership will rely in part upon the representations and warranties made by the Contributor SSH in this Agreement in making the determination that the offer and issuance of the OP Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to “accredited investors.” (b) Contributor SSH is an “accredited investor” within the meaning of the federal securities laws.Law, particularly Regulation D. (c) Contributor SSH will acquire the OP Units for his or its own account and not with a view to, or for sale in connection with, any “distribution” thereof within the meaning of the Securities Act. Contributor SSH does not intend or anticipate that the Contributor SSH will rely on this investment as a principal source of income. (d) Contributor SSH has sufficient knowledge and experience in financial, tax Tax, and business matters to enable him it to evaluate the merits and risks of investment in the OP Units. Contributor SSH has the ability to bear the economic risk of acquiring the OP Units. Contributor SSH acknowledges that (i) the transactions contemplated by this Agreement involve complex tax Tax consequences for the ContributorSSH, and the Contributor SSH is relying solely on the advice of the ContributorSSH’s own tax Tax advisors in evaluating such consequences, ; (ii) the Operating Partnership has not made (nor shall it be deemed to have made) any representations or warranties as to the tax Tax consequences of such transaction to the Contributor, SSH; and (iii) references in this Agreement to the intended tax Tax effect of the transactions contemplated hereby shall not be deemed to imply any representation by the Operating Partnership as to a particular tax Tax effect that may be obtained by the ContributorSSH. The Contributor SSH remains solely responsible for all tax Tax matters relating to the ContributorSSH. (e) Contributor SSH has been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the OP Units and any other information the Contributor SSH has requested. The Contributor SSH has had an opportunity to ask questions of, and receive information and answers from, the Operating Partnership and USI SST concerning the Operating Partnership, USISST, the OP Units, the other IPO Transactions contribution of the Contributed Assets and the Common Shares SST common shares into which the OP Units may be redeemedconverted, and to assess and evaluate any information supplied to the Contributor SSH by the Operating Partnership or USISST, and all such questions have been answered, and all such information has been provided to the full satisfaction of the ContributorSSH. (f) The Contributor SSH acknowledges that the Contributor SSH is aware that there are substantial restrictions on the transferability of the OP Units and that the OP Units will not be registered under the Securities Act or any state securities lawsLaws, and the Contributor SSH has no right to require that they be so registered. Contributor SSH agrees that any OP Units it acquires will not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities lawsLaws. Contributor SSH acknowledges that the Contributor SSH shall be responsible for compliance with all conditions on transfer imposed by any Governmental Entity or self-regulatory entity administering the securities authority Laws and for any expenses incurred by the Operating Partnership for legal or accounting services in connection with reviewing such a proposed transfer or issuing opinions in connection therewith. (g) Contributor SSH understands that no federal agency Governmental Entity (including the United States Securities and Exchange CommissionCommission (the “SEC”)) or state agency has made made, or will make make, any finding or determination as to the fairness of an investment in the OP Units (including including, as to SSH, the Contribution Unit Amount or the value Portion determined pursuant to Exhibit BSection 1.4(a)). (h) Contributor SSH understands that there is no established public, private or other market for the OP Units acquired by the Contributor hereunder to be issued to SSH hereunder, and it is not anticipated that there will be any public, private or other market for such OP Units in the foreseeable future. (i) Contributor SSH understands that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of OP Units.

Securities Law Matters; Transfer Restrictions. (a) Contributor acknowledges that the Operating Partnership intends the offer and issuance of the Units to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws by virtue of (i) the status of the such Contributor as an “accredited investor” within the meaning of the federal securities laws, and (ii) Regulation D promulgated under Section 4(2) of the Securities Act (“Regulation D”), and that the Operating Partnership will rely in part upon the representations and warranties made by the such Contributor in this Agreement in making the determination that the offer and issuance of the Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to “accredited investors.” (b) Contributor is an “accredited investor” within the meaning of the federal securities laws. (c) Contributor will acquire the Units for his or its own account and not with a view to, or for sale in connection with, any “distribution” thereof within the meaning of the Securities Act. Contributor does not intend or anticipate that the such Contributor will rely on this investment as a principal source of income. (d) Contributor has sufficient knowledge and experience in financial, tax tax, and business matters to enable him to evaluate the merits and risks of investment in the Units. Contributor has the ability to bear the economic risk of acquiring the Units. Contributor acknowledges that (i) the transactions contemplated by this Agreement involve complex tax consequences for the such Contributor, and the Contributor is relying solely on the advice of the such Contributor’s own tax advisors in evaluating such consequences, (ii) the Operating Partnership has not made (nor shall it be deemed to have made) any representations or warranties as to the tax consequences of such transaction to the such Contributor, and (iii) references in this Agreement to the intended tax effect of the transactions contemplated hereby shall not be deemed to imply any representation by the Operating Partnership as to a particular tax effect that may be obtained by the such Contributor. The Contributor remains solely responsible for all tax matters relating to the such Contributor. (e) Contributor has been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the Units and any other information the such Contributor has requested. The Contributor has had an opportunity to ask questions of, and receive information and answers from, the Operating Partnership and USI the REIT concerning the Operating Partnership, USIthe REIT, the Units, the other IPO Transactions contribution of the Emporia Property and the Common Shares REIT common shares into which the Units may be redeemed, and to assess and evaluate any information supplied to the such Contributor by the Operating Partnership or USIthe REIT, and all such questions have been answered, and all such information has been provided to the full satisfaction of the such Contributor. (f) The Contributor acknowledges that the such Contributor is aware that there are substantial restrictions on the transferability of the Units and that the Units will not be registered under the Securities Act or any state securities laws, and the such Contributor has no right to require that they be so registered. Contributor agrees that any Units it he acquires will not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities laws. Contributor acknowledges that the such Contributor shall be responsible for compliance with all conditions on transfer imposed by any securities authority and for any expenses incurred by the Operating Partnership for legal or accounting services in connection with reviewing such a proposed transfer or issuing opinions in connection therewith. (g) Contributor understands that no federal agency (including the Securities and Exchange Commission) or state agency has made or will make any finding or determination as to the fairness of an investment in the Units (including including, as to the Contribution Unit Amount or Contributor, the value Agreed Value determined pursuant to Exhibit BSection 1.2(a)). (h) Contributor understands that there is no established public, private or other market for the Units acquired by the such Contributor hereunder and it is not anticipated that there will be any public, private or other market for such Units in the foreseeable future. (i) Contributor understands that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of Units.

Securities Law Matters; Transfer Restrictions. (a) Contributor acknowledges Each of the Principals and Holdco acknowledge that the Operating Partnership intends the offer and issuance of the Units to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws by virtue of (i) the status of the Contributor Holdco as an “accredited investor” within the meaning of the federal securities laws, and (ii) Regulation D promulgated under Section 4(2) of the Securities Act (“Regulation D”), and that the Operating Partnership will rely in part upon the representations and warranties made by Holdco and the Contributor Principals in this Agreement in making the determination that the offer and issuance of the Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to “accredited investors.” (b) Contributor Holdco and each of the Principals is an “accredited investor” within the meaning of the federal securities laws. (c) Contributor Holdco will acquire the Units for his or its own account and not with a view to, or for sale in connection with, any “distribution” thereof within the meaning of the Securities Act. Contributor Each of the Principals and Holdco acknowledge that Holdco does not intend or anticipate that the Contributor Holdco will rely on this investment as a principal source of income. (d) Contributor Each of the Principals and Holdco acknowledge that (i) he/it has sufficient knowledge and experience in financial, tax and business matters to enable him it to evaluate the merits and risks of investment in the Units. Contributor , (ii) he/it has adequate means of providing for its current and anticipated financial needs and contingencies, (iii) he/it has the ability to bear the economic risk of acquiring the Units. Contributor Units for an indefinite period of time and has no need for liquidity in the Units and could afford loss of all such investment. (e) Each of the Principals and Holdco acknowledges that (i) the transactions contemplated by this Agreement involve complex tax consequences for the ContributorHoldco, and the Contributor Holdco is relying solely on the advice of the Contributor’s its own tax advisors in evaluating such consequences, (ii) the Operating Partnership has not made (nor shall it be deemed to have made) any representations or warranties as to the tax consequences of such transaction to the ContributorPrincipals, Holdco or Holdco’s representatives and (iii) references in this Agreement to the intended tax effect of the transactions contemplated hereby shall not be deemed to imply any representation by the Operating Partnership as to a particular tax effect that may be obtained by Holdco or the ContributorPrincipals. The Contributor Holdco remains solely responsible for all tax matters relating to the Contributorit. (ef) Contributor has Holdco and its representatives have been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the Units and any other information the Contributor has requestedrequested by Holdco or its representatives. The Contributor has Holdco’s representatives have had an opportunity to ask questions of, and receive information and answers from, the Operating Partnership and USI the REIT concerning the Operating Partnership, USIthe REIT, the Units, the other IPO Transactions Units and the Common Shares into which the Units may be redeemed, and to assess and evaluate any information supplied to the Contributor them by the Operating Partnership or USIthe REIT, and all such questions have been answered, and all such information has been provided to the full satisfaction of the ContributorHoldco’s representatives. (fg) The Contributor acknowledges that Holdco and the Contributor is aware Principals acknowledge that there are substantial restrictions on the transferability of the Units and that the Units will not be registered under the Securities Act or any state securities laws, and the Contributor that Holdco has no right to require that they be so registered. Contributor agrees Holdco and the Principals agree that any Units it Holdco acquires will not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities laws. Contributor acknowledges Holdco and the Principals acknowledge that the Contributor Holdco shall be responsible for compliance with all conditions on transfer imposed by any securities authority and for any expenses incurred by the Operating Partnership for legal or accounting services in connection with reviewing such a proposed transfer or issuing opinions in connection therewith. (gh) Contributor understands Holdco and the Principals acknowledge that no federal agency (including the Securities and Exchange Commission) or state agency has made or will make any finding or determination as to the fairness of an investment in the Units (including as to the Contribution Unit Amount or the value determined pursuant to Exhibit B)Section 1.2 hereof). (hi) Contributor understands Holdco and the Principals acknowledge that that there is no established public, private or other market for the Units acquired by the Contributor hereunder and it is not anticipated that there will be any public, private or other market for such Units in the foreseeable future. (ij) Contributor understands Holdco and the Principals acknowledge that that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of Units.

Securities Law Matters; Transfer Restrictions. (a) The Contributor acknowledges that the Operating Partnership Contributee intends the offer and issuance of the OP Units hereunder to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws Laws by virtue of (i) the status of the Contributor as an “accredited investor” within the meaning of the federal securities lawsLaws, and (ii) Regulation D promulgated under Section 4(24(a)(2) of the Securities Act (“Regulation D”), and that the Operating Partnership Contributee will rely in part upon the representations and warranties made by the Contributor in this Agreement in making the determination that the offer and issuance of the OP Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to “accredited investors.” (b) The Contributor is an “accredited investor” within the meaning of the federal securities laws.Law, particularly Regulation D. (c) The Contributor will acquire the OP Units for his or its own account and not with a view to, or for sale in connection with, any “distribution” thereof within the meaning of the Securities Act. Contributor does not intend or anticipate that the Contributor will rely on this investment as a principal source of income. (d) The Contributor has sufficient knowledge and experience in financial, tax financial and business matters to enable him it to evaluate the merits and risks of investment in the OP Units. The Contributor has the ability to bear the economic risk of acquiring the OP Units. The Contributor acknowledges that (i) the transactions contemplated by this Agreement involve complex tax Tax consequences for the Contributor, and the Contributor is relying solely on the advice of the Contributor’s own tax Tax advisors in evaluating such consequences, ; (ii) the Operating Partnership Contributee has not made (nor shall it be deemed to have made) any representations or warranties as to the tax Tax consequences of such transaction to the Contributor, ; and (iii) references in this Agreement to the intended tax Tax effect of the transactions contemplated hereby shall not be deemed to imply any representation by Operating Partnership the Contributee as to a particular tax Tax effect that may be obtained by the Contributor. The Contributor remains solely responsible for all tax Tax matters relating to the Contributor. (e) Contributor has been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the Units and any other information the Contributor has requested. The Contributor has had an opportunity to ask questions of, and receive information and answers from, the Operating Partnership Contributee and USI Parent concerning the Operating Partnership, USIContributee and Parent, the OP Units, the other IPO Transactions contribution of the Contributed Assets and the Common REIT Shares into which the OP Units may be redeemedexchanged, and to assess and evaluate any information supplied to the Contributor by the Operating Partnership Contributee or USI, and all such questions have been answered, and all such information has been provided to the full satisfaction of the ContributorParent. (f) The Contributor acknowledges that the Contributor is aware that there are substantial restrictions on the transferability of the OP Units and that the OP Units will not be registered under the Securities Act or any state securities lawsLaws, and the Contributor has no right to require that they be so registered. The Contributor agrees that any OP Units it acquires will not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities laws. Contributor acknowledges that the Contributor shall be responsible for compliance with all conditions on transfer imposed by any securities authority and for any expenses incurred by the Operating Partnership for legal or accounting services in connection with reviewing such a proposed transfer or issuing opinions in connection therewithLaws. (g) Contributor understands that no federal agency (including the Securities and Exchange Commission) or state agency has made or will make any finding or determination as to the fairness of an investment in the Units (including as to the Contribution Unit Amount or the value determined pursuant to Exhibit B)). (h) The Contributor understands that there is no established public, private or other market for the OP Units acquired by to be issued to the Contributor hereunder hereunder, and it is not anticipated that there will be any public, private or other market for such OP Units in the foreseeable future. (ih) The Contributor understands that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of OP Units.

Securities Law Matters; Transfer Restrictions. (a) Contributor Optionor acknowledges that the Operating Partnership USI intends the offer and issuance of the any Units pursuant to this Agreement to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws by virtue of (i) the status of the Contributor Optionor as an “accredited investor” within the meaning of the federal securities laws, and (ii) Regulation D promulgated under Section 4(2) of the Securities Act (“Regulation D”), and that the Operating Partnership USI will rely in part upon the representations and warranties made by the Contributor Optionor in this Agreement in making the determination that the offer and issuance of the Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to “accredited investors.” (b) Contributor Optionor is an “accredited investor” within the meaning of the federal securities laws. (c) Contributor Optionor will acquire the Units for his or its own account and not with a view to, or for sale in connection with, any “distribution” thereof within the meaning of the Securities Act. Contributor Optionor does not intend or anticipate that the Contributor Optionor will rely on this investment as a principal source of income. (d) Contributor Optionor has sufficient knowledge and experience in financial, tax and business matters to enable him to evaluate the merits and risks of investment in the Units. Contributor Optionor has the ability to bear the economic risk of acquiring the Units. Contributor Optionor acknowledges that (i) the transactions contemplated by this Agreement involve complex tax consequences for the ContributorOptionor, and the Contributor Optionor is relying solely on the advice of the ContributorOptionor’s own tax advisors in evaluating such consequences, (ii) the Operating Partnership USI has not made (nor shall it be deemed to have made) any representations or warranties as to the tax consequences of such transaction to the ContributorOptionor, and (iii) references in this Agreement to the intended tax effect of the transactions contemplated hereby shall not be deemed to imply any representation by Operating Partnership USI as to a particular tax effect that may be obtained by the Contributor. The Contributor remains solely responsible for all tax matters relating to the Contributor. (e) Contributor has been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the Units and any other information the Contributor has requested. The Contributor has had an opportunity to ask questions of, and receive information and answers from, the Operating Partnership and USI concerning the Operating Partnership, USI, the Units, the other IPO Transactions and the Common Shares into which the Units may be redeemed, and to assess and evaluate any information supplied to the Contributor by the Operating Partnership or USI, and all such questions have been answered, and all such information has been provided to the full satisfaction of the Contributor. (f) The Contributor acknowledges that the Contributor is aware that there are substantial restrictions on the transferability of the Units and that the Units will not be registered under the Securities Act or any state securities laws, and the Contributor has no right to require that they be so registered. Contributor agrees that any Units it acquires will not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities laws. Contributor acknowledges that the Contributor shall be responsible for compliance with all conditions on transfer imposed by any securities authority and for any expenses incurred by the Operating Partnership for legal or accounting services in connection with reviewing such a proposed transfer or issuing opinions in connection therewith. (g) Contributor understands that no federal agency (including the Securities and Exchange Commission) or state agency has made or will make any finding or determination as to the fairness of an investment in the Units (including as to the Contribution Unit Amount or the value determined pursuant to Exhibit B)). (h) Contributor understands that there is no established public, private or other market for the Units acquired by the Contributor hereunder and it is not anticipated that there will be any public, private or other market for such Units in the foreseeable future. (i) Contributor understands that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of Units.the

Securities Law Matters; Transfer Restrictions. (a) Contributor acknowledges GCC and GC LLC acknowledge that the Operating Partnership Contributee intends the offer and issuance of the OP Units to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws Laws by virtue of (i) the status of the Contributor GC LLC as an “accredited investor” within the meaning of the federal securities lawsLaws, and (ii) Regulation D promulgated under Section 4(2) of the Securities Act (“Regulation D”), and that the Operating Partnership Contributee will rely in part upon the representations and warranties made by the Contributor GC LLC in this Agreement in making the determination that the offer and issuance of the OP Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to “accredited investors.” (b) Contributor GC LLC is an “accredited investor” within the meaning of the federal securities laws.Law, particularly Regulation D. (c) Contributor GC LLC will acquire the OP Units for his or its own account and not with a view to, or for sale in connection with, any “distribution” thereof within the meaning of the Securities Act. Contributor GC LLC does not intend or anticipate that the Contributor GC LLC will rely on this investment as a principal source of income. (d) Contributor GC LLC has sufficient knowledge and experience in financial, tax Tax, and business matters to enable him it to evaluate the merits and risks of investment in the OP Units. Contributor GC LLC has the ability to bear the economic risk of acquiring the OP Units. Contributor GC LLC acknowledges that (i) the transactions contemplated by this Agreement involve complex tax Tax consequences for the ContributorGC LLC, and the Contributor GC LLC is relying solely on the advice of the ContributorGC LLC’s own tax Tax advisors in evaluating such consequences, ; (ii) the Operating Partnership Contributee has not made (nor shall it be deemed to have made) any representations or warranties as to the tax Tax consequences of such transaction to the Contributor, GC LLC; and (iii) references in this Agreement to the intended tax Tax effect of the transactions contemplated hereby shall not be deemed to imply any representation by Operating Partnership the Contributee as to a particular tax Tax effect that may be obtained by the ContributorGC LLC. The Contributor GC LLC remains solely responsible for all tax Tax matters relating to the ContributorGC LLC. (e) Contributor GC LLC has been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the OP Units and any other information the Contributor GC LLC has requested. The Contributor GC LLC has had an opportunity to ask questions of, and receive information and answers from, the Operating Partnership Contributee and USI GCEAR concerning the Operating PartnershipContributee, USIGCEAR, the OP Units, the other IPO Transactions contribution of the Contributed Assets and the Common Shares shares of GCEAR common stock into which the OP Units may be redeemedexchanged, and to assess and evaluate any information supplied to the Contributor GC LLC by the Operating Partnership Contributee or USIGCEAR II, and all such questions have been answered, and all such information has been provided to the full satisfaction of the ContributorGC LLC. (f) The Contributor GC LLC acknowledges that the Contributor GC LLC is aware that there are substantial restrictions on the transferability of the OP Units and that the OP Units will not be registered under the Securities Act or any state securities lawsLaws, and the Contributor GC LLC has no right to require that they be so registered. Contributor GC LLC agrees that any OP Units it acquires will not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities lawsLaws. Contributor GC LLC acknowledges that the Contributor GC LLC shall be responsible for compliance with all conditions on transfer imposed by any Governmental Entity or self-regulatory entity administering the securities authority Laws and for any expenses incurred by the Operating Partnership Contributee for legal or accounting services in connection with reviewing such a proposed transfer or issuing opinions in connection therewith. (g) Contributor GC LLC understands that no federal agency Governmental Entity (including the United States Securities and Exchange CommissionCommission (the “SEC”)) or state agency has made made, or will make make, any finding or determination as to the fairness of an investment in the Units (including as to the Contribution Unit Amount or the value determined pursuant to Exhibit B))OP Units. (h) Contributor GC LLC understands that there is no established public, private or other market for the OP Units acquired by the Contributor hereunder to be issued to GC LLC hereunder, and it is not anticipated that there will be any public, private or other market for such OP Units in the foreseeable future. (i) Contributor GC LLC understands that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of OP Units.

Securities Law Matters; Transfer Restrictions. (a) Contributor Optionor acknowledges that the Operating Partnership USI intends the offer and issuance of the any Units pursuant to this Agreement to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws by virtue of (i) the status of the Contributor Optionor as an “accredited investor” within the meaning of the federal securities laws, and (ii) Regulation D promulgated under Section 4(2) of the Securities Act (“Regulation D”), and that the Operating Partnership USI will rely in part upon the representations and warranties made by the Contributor Optionor in this Agreement in making the determination that the offer and issuance of the Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to “accredited investors.” (b) Contributor Optionor is an “accredited investor” within the meaning of the federal securities laws. (c) Contributor Optionor will acquire the Units for his or its own account and not with a view to, or for sale in connection with, any “distribution” thereof within the meaning of the Securities Act. Contributor Optionor does not intend or anticipate that the Contributor Optionor will rely on this investment as a principal source of income. (d) Contributor Optionor has sufficient knowledge and experience in financial, tax and business matters to enable him to evaluate the merits and risks of investment in the Units. Contributor Optionor has the ability to bear the economic risk of acquiring the Units. Contributor Optionor acknowledges that (i) the transactions contemplated by this Agreement involve complex tax consequences for the ContributorOptionor, and the Contributor Optionor is relying solely on the advice of the ContributorOptionor’s own tax advisors in evaluating such consequences, (ii) the Operating Partnership USI has not made (nor shall it be deemed to have made) any representations or warranties as to the tax consequences of such transaction to the ContributorOptionor, and (iii) references in this Agreement to the intended tax effect of the transactions contemplated hereby shall not be deemed to imply any representation by Operating Partnership USI as to a particular tax effect that may be obtained by the ContributorOptionor. The Contributor Optionor remains solely responsible for all tax matters relating to the ContributorOptionor. (e) Contributor Optionor has been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the Units and any other information the Contributor Optionor has requested. The Contributor Optionor has had an opportunity to ask questions of, and receive information and answers from, the Operating Partnership USI and USI is affiliates concerning the Operating PartnershipUSI, USIits affiliates, the Units, the other IPO Transactions and the Common Shares into which the Units may be redeemed, and to assess and evaluate any information supplied to the Contributor Optionor by the Operating Partnership USI or USIits affiliates, and all such questions have been answered, and all such information has been provided to the full satisfaction of the ContributorOptionor. (f) The Contributor Optionor acknowledges that the Contributor it is aware that there are substantial restrictions on the transferability of the Units and that the Units will not be registered under the Securities Act or any state securities laws, and the Contributor Optionor has no right to require that they be so registered. Contributor Optionor agrees that any Units it acquires will not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities laws. Contributor Optionor acknowledges that the Contributor Optionor shall be responsible for compliance with all conditions on transfer imposed by any securities authority and for any expenses incurred by the Operating Partnership USI for legal or accounting services in connection with reviewing such a proposed transfer or issuing opinions in connection therewith. (g) Contributor Optionor understands that no federal agency (including the Securities and Exchange Commission) or state agency has made or will make any finding or determination as to the fairness of an investment in the Units (including as to the Contribution Unit Amount or the value determined pursuant to Exhibit B))Units. (h) Contributor Optionor understands that there is no established public, private or other market for the Units acquired by the Contributor Optionor hereunder and it is not anticipated that there will be any public, private or other market for such Units in the foreseeable future. (i) Contributor Optionor understands that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of Units.

Securities Law Matters; Transfer Restrictions. (a) Contributor acknowledges that the Operating Partnership Kite Realty intends the offer and issuance of the Units to be exempt from registration under the Securities Act of 1933, as amended (the “"Securities Act”") and applicable state securities laws by virtue of (i) the status of the such Contributor as an “"accredited investor” " within the meaning of the federal securities laws, and (ii) Regulation D promulgated under Section 4(2) of the Securities Act (“"Regulation D”"), and that the Operating Partnership Kite Realty will rely in part upon the representations and warranties made by the such Contributor in this Agreement in making the determination that the offer and issuance of the Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to “"accredited investors.”" (b) Contributor is an “"accredited investor” " within the meaning of the federal securities laws. (c) Contributor will acquire the Units for his or its own account and not with a view to, or for sale in connection with, any “"distribution” " thereof within the meaning of the Securities Act. Contributor does not intend or anticipate that the such Contributor will rely on this investment as a principal source of income. (d) Contributor has sufficient knowledge and experience in financial, tax and business matters to enable him to evaluate the merits and risks of investment in the Units. Contributor has the ability to bear the economic risk of acquiring the Units. Contributor acknowledges that (i) the transactions contemplated by this Agreement involve complex tax consequences for the such Contributor, and the such Contributor is relying solely on the advice of the such Contributor’s 's own tax advisors in evaluating such consequences, (ii) the Operating Partnership Kite Realty has not made (nor shall it be deemed to have made) any representations or warranties as to the tax consequences of such transaction to the such Contributor, and (iii) references in this Agreement to the intended tax effect of the transactions contemplated hereby shall not be deemed to imply any representation by Operating Partnership Kite Realty as to a particular tax effect that may be obtained by the such Contributor. The Contributor remains solely responsible for all tax matters relating to the such Contributor. (e) Contributor has been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the Units and any other information the such Contributor has requested. The Contributor has had an opportunity to ask questions of, and receive information and answers from, Kite Realty and the Operating Partnership and USI REIT concerning Kite Realty, the Operating Partnership, USIREIT, the Units, the other Kite IPO Transactions and the REIT Common Shares into which the Units may be redeemed, and to assess and evaluate any information supplied to the such Contributor by Kite Realty or the Operating Partnership or USIREIT, and all such questions have been answered, and all such information has been provided to the full satisfaction of the such Contributor. (f) The Contributor acknowledges that the such Contributor is aware that there are substantial restrictions on the transferability of the Units and that the Units will not be registered under the Securities Act or any state securities laws, and the such Contributor has no right to require that they be so registered. Contributor agrees that any Units it he acquires will not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities laws. Contributor acknowledges that the such Contributor shall be responsible for compliance with all conditions on transfer imposed by any securities authority and for any expenses incurred by the Operating Partnership Kite Realty for legal or accounting services in connection with reviewing such a proposed transfer or issuing opinions in connection therewith. (g) Contributor understands that no federal agency (including the Securities and Exchange Commission) or state agency has made or will make any finding or determination as to the fairness of an investment in the Units (including as to the Contribution Unit Contributor Exchange Amount or the value determined pursuant to Exhibit BSection 1.2(a)). (h) Contributor understands that there is no established public, private or other market for the Units acquired by the such Contributor hereunder and it is not anticipated that there will be any public, private or other market for such Units in the foreseeable forseeable future. (i) Contributor understands that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of Units.

Securities Law Matters; Transfer Restrictions. (a) Contributor acknowledges and such Contributor’s respective Unit Recipient acknowledge that the Operating Partnership intends the offer and issuance of the Units to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws by virtue of (i) the status of the Contributor such Unit Recipient as an “accredited investor” within the meaning of the federal securities laws, and (ii) Regulation D promulgated under Section 4(2) of the Securities Act (“Regulation D”), and that the Operating Partnership will rely in part upon the representations and warranties made by the such Contributor and such Contributor’s respective Unit Recipient in this Agreement in making the determination that the offer and issuance of the Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to “accredited investors.” (b) Contributor Contributor’s respective Unit Recipient is an “accredited investor” within the meaning of the federal securities laws. (c) Contributor Contributor’s respective Unit Recipient will acquire the Units for his or its own account and not with a view to, or for sale in connection with, any “distribution” thereof within the meaning of the Securities Act. Contributor Contributor’s respective Unit Recipient does not intend or anticipate that the Contributor such Contributor’s respective Unit Recipient will rely on this investment as a principal source of income. (d) Contributor Contributor’s respective Unit Recipient has sufficient knowledge and experience in financial, tax tax, and business matters to enable him it to evaluate the merits and risks of investment in the Units. Contributor Contributor’s respective Unit Recipient has the ability to bear the economic risk of acquiring the Units. Contributor acknowledges and Contributor’s respective Unit Recipient acknowledge that (i) the transactions contemplated by this Agreement involve complex tax consequences for the such Contributor and Contributor’s respective Unit Recipient, and the Contributor is and Contributor’s respective Unit Recipient are relying solely on the advice of the such Contributor’s or Contributor’s respective Unit Recipient’s own tax advisors advisors, as applicable, in evaluating such consequences, (ii) the Operating Partnership has not made (nor shall it be deemed to have made) any representations or warranties as to the tax consequences of such transaction to the such Contributor or Contributor’s respective Unit Recipient, and (iii) references in this Agreement to the intended tax effect of the transactions contemplated hereby shall not be deemed to imply any representation by the Operating Partnership as to a particular tax effect that may be obtained by the such Contributor or Contributor’s respective Unit Recipient. The Contributor remains and Contributor’s respective Unit Recipient remain solely responsible for all tax matters relating to the such Contributor and Contributor’s respective Unit Recipient, respectively. (e) Contributor Contributor’s respective Unit Recipient has been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the Units and any other information the Contributor such Contributor’s respective Unit Recipient has requested. The Contributor Contributor’s respective Unit Recipient has had an opportunity to ask questions of, and receive information and answers from, the Operating Partnership Partnership, the OP Sub and USI the REIT concerning the Operating Partnership, USIthe REIT, the Units, the other IPO Transactions contribution of the World Kitchen Property and the Common Shares REIT common shares into which the Units may be redeemed, and to assess and evaluate any information supplied to the Contributor such Contributor’s respective Unit Recipient by the Operating Partnership Partnership, the OP Sub or USIthe REIT, and all such questions have been answered, and all such information has been provided to the full satisfaction of the such Contributor’s respective Unit Recipient. (f) The Contributor Contributor’s respective Unit Recipient acknowledges that the Contributor such Contributor’s respective Unit Recipient is aware that there are substantial restrictions on the transferability of the Units and that the Units will not be registered under the Securities Act or any state securities laws, and the Contributor such Contributor’s respective Unit Recipient has no right to require that they be so registered. Contributor Contributor’s respective Unit Recipient agrees that any Units it acquires will not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities laws. Contributor Contributor’s respective Unit Recipient acknowledges that the Contributor such Contributor’s respective Unit Recipient shall be responsible for compliance with all conditions on transfer imposed by any securities authority and for any expenses incurred by the Operating Partnership for legal or accounting services in connection with reviewing such a proposed transfer or issuing opinions in connection therewith. (g) Contributor Contributor’s respective Unit Recipient understands that no federal agency (including the Securities and Exchange Commission) or state agency has made or will make any finding or determination as to the fairness of an investment in the Units (including including, as to Contributor’s respective Unit Recipient, the Contribution Unit Amount or the value Agreed Value determined pursuant to Exhibit BSection 1.2(a)). (h) Contributor Contributor’s respective Unit Recipient understands that there is no established public, private or other market for the Units acquired by the Contributor such Contributor’s respective Unit Recipient hereunder and it is not anticipated that there will be any public, private or other market for such Units in the foreseeable future. (i) Contributor Contributor’s respective Unit Recipient understands that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of Units.

Securities Law Matters; Transfer Restrictions. (a) Contributor acknowledges that the Operating Partnership intends the offer and issuance of the Units to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws by virtue of (i) the status of the such Contributor as an “accredited investor” within the meaning of the federal securities laws, and (ii) Regulation D promulgated under Section 4(2) of the Securities Act (“Regulation D”), and that the Operating Partnership will rely in part upon the representations and warranties made by the such Contributor in this Agreement in making the determination that the offer and issuance of the Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to “accredited investors.” (b) Contributor is an “accredited investor” within the meaning of the federal securities laws. (c) Contributor will acquire the Units for his or its own account and not with a view to, or for sale in connection with, any “distribution” thereof within the meaning of the Securities Act. Contributor does not intend or anticipate that the such Contributor will rely on this investment as a principal source of income. (d) Contributor has sufficient knowledge and experience in financial, tax tax, and business matters to enable him to evaluate the merits and risks of investment in the Units. Contributor has the ability to bear the economic risk of acquiring the Units. Contributor acknowledges that (i) the transactions contemplated by this Agreement involve complex tax consequences for the such Contributor, and the Contributor is relying solely on the advice of the such Contributor’s own tax advisors in evaluating such consequences, (ii) the Operating Partnership has not made (nor shall it be deemed to have made) any representations or warranties as to the tax consequences of such transaction to the such Contributor, and (iii) references in this Agreement to the intended tax effect of the transactions contemplated hereby shall not be deemed to imply any representation by the Operating Partnership as to a particular tax effect that may be obtained by the such Contributor. The Contributor remains solely responsible for all tax matters relating to the such Contributor. (e) Contributor has been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the Units and any other information the such Contributor has requested. The Contributor has had an opportunity to ask questions of, and receive information and answers from, the Operating Partnership and USI the REIT concerning the Operating Partnership, USIthe REIT, the Units, the other IPO Transactions contribution of the CB&I Property and the Common Shares REIT common shares into which the Units may be redeemed, and to assess and evaluate any information supplied to the such Contributor by the Operating Partnership or USIthe REIT, and all such questions have been answered, and all such information has been provided to the full satisfaction of the such Contributor. (f) The Contributor acknowledges that the such Contributor is aware that there are substantial restrictions on the transferability of the Units and that the Units will not be registered under the Securities Act or any state securities laws, and the such Contributor has no right to require that they be so registered. Contributor agrees that any Units it he acquires will not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities laws. Contributor acknowledges that the such Contributor shall be responsible for compliance with all conditions on transfer imposed by any securities authority and for any expenses incurred by the Operating Partnership for legal or accounting services in connection with reviewing such a proposed transfer or issuing opinions in connection therewith. (g) Contributor understands that no federal agency (including the Securities and Exchange Commission) or state agency has made or will make any finding or determination as to the fairness of an investment in the Units (including including, as to the Contribution Unit Amount or Contributor, the value Agreed Value determined pursuant to Exhibit BSection 1.2(a)). (h) Contributor understands that there is no established public, private or other market for the Units acquired by the such Contributor hereunder and it is not anticipated that there will be any public, private or other market for such Units in the foreseeable future. (i) Contributor understands that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of Units.

Securities Law Matters; Transfer Restrictions. (a) Contributor acknowledges XXX and SS OP Holdings acknowledge that the Operating Partnership Contributee intends the offer and issuance of the OP Units hereunder to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws Laws by virtue of (i) the status of the Contributor SS OP Holdings as an “accredited investor” within the meaning of the federal securities lawsLaws, and (ii) Regulation D promulgated under Section 4(24(a)(2) of the Securities Act (“Regulation D”), and that the Operating Partnership Contributee will rely in part upon the representations and warranties made by the Contributor SS OP Holdings in this Agreement in making the determination that the offer and issuance of the OP Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to “accredited investors.” (b) Contributor SS OP Holdings is an “accredited investor” within the meaning of the federal securities laws.Law, particularly Regulation D. (c) Contributor SS OP Holdings will acquire the OP Units for his or its own account and not with a view to, or for sale in connection with, any “distribution” thereof within the meaning of the Securities Act. Contributor does not intend or anticipate that the Contributor will rely on this investment as a principal source of income. (d) Contributor SS OP Holdings has sufficient knowledge and experience in financial, tax financial and business matters to enable him it to evaluate the merits and risks of investment in the OP Units. Contributor SS OP Holdings has the ability to bear the economic risk of acquiring the OP Units. Contributor SS OP Holdings acknowledges that (i) the transactions contemplated by this Agreement involve complex tax Tax consequences for the ContributorSS OP Holdings, and the Contributor SS OP Holdings is relying solely on the advice of the Contributor’s SS OP Holdings’ own tax Tax advisors in evaluating such consequences, ; (ii) the Operating Partnership Contributee has not made (nor shall it be deemed to have made) any representations or warranties as to the tax Tax consequences of such transaction to the Contributor, SS OP Holdings; and (iii) references in this Agreement to the intended tax Tax effect of the transactions contemplated hereby shall not be deemed to imply any representation by Operating Partnership the Contributee as to a particular tax Tax effect that may be obtained by the ContributorSS OP Holdings. The Contributor SS OP Holdings remains solely responsible for all tax Tax matters relating to the ContributorSS OP Holdings. (e) Contributor has been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the Units and any other information the Contributor has requested. The Contributor SS OP Holdings has had an opportunity to ask questions of, and receive information and answers from, the Operating Partnership Contributee and USI SST II concerning the Operating PartnershipContributee, USISST II, the OP Units, the other IPO Transactions contribution of the Contributed Assets and the Common Shares shares of SST II common stock into which the OP Units may be redeemedexchanged, and to assess and evaluate any information supplied to the Contributor SS OP Holdings by the Operating Partnership Contributee or USI, and all such questions have been answered, and all such information has been provided to the full satisfaction of the ContributorSST II. (f) The Contributor SS OP Holdings acknowledges that the Contributor SS OP Holdings is aware that there are substantial restrictions on the transferability of the OP Units and that the OP Units will not be registered under the Securities Act or any state securities lawsLaws, and the Contributor SS OP Holdings has no right to require that they be so registered. Contributor SS OP Holdings agrees that any OP Units it acquires will not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities laws. Contributor acknowledges that the Contributor shall be responsible for compliance with all conditions on transfer imposed by any securities authority and for any expenses incurred by the Operating Partnership for legal or accounting services in connection with reviewing such a proposed transfer or issuing opinions in connection therewithLaws. (g) Contributor understands that no federal agency (including the Securities and Exchange Commission) or state agency has made or will make any finding or determination as to the fairness of an investment in the Units (including as to the Contribution Unit Amount or the value determined pursuant to Exhibit B)). (h) Contributor SS OP Holdings understands that there is no established public, private or other market for the OP Units acquired by the Contributor hereunder to be issued to SS OP Holdings hereunder, and it is not anticipated that there will be any public, private or other market for such OP Units in the foreseeable future. (ih) Contributor SS OP Holdings understands that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of OP Units.

Securities Law Matters; Transfer Restrictions. (a) The Contributor acknowledges that the Operating Partnership Contributee intends the offer and issuance of the Class B OP Units to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and applicable state securities laws Laws by virtue of (i) the status of the Contributor as an “accredited investor” within the meaning of the federal securities lawsLaws, and (ii) Regulation D promulgated under Section 4(24(a)(2) of the Securities Act (“Regulation D”), and that the Operating Partnership Contributee will rely in part upon the representations and warranties made by the Contributor in this Agreement in making the determination that the offer and issuance of the Class B OP Units qualify for exemption under Rule 506 of Regulation D as an offer and sale only to “accredited investors.” (b) The Contributor is an “accredited investor” within the meaning of the federal securities laws.Law, particularly Regulation D. (c) The Contributor will acquire the Class B OP Units for his or its own account and not with a view to, or for sale in connection with, any “distribution” thereof within the meaning of the Securities Act. The Contributor does not intend or anticipate that the Contributor will rely on this investment as a principal source of income. (d) The Contributor has sufficient knowledge and experience in financial, tax Tax, and business matters to enable him it to evaluate the merits and risks of investment in the Class B OP Units. The Contributor has the ability to bear the economic risk of acquiring the Class B OP Units. The Contributor acknowledges that (i) the transactions contemplated by this Agreement involve complex tax Tax consequences for the Contributor, Contributor and that the Contributor is relying solely on the advice of the Contributor’s own tax Tax advisors in evaluating such consequences, ; (ii) the Operating Partnership Contributee has not made (nor shall it be deemed to have made) any representations or warranties as to the tax Tax consequences of such transaction to the Contributor, ; and (iii) references in this Agreement to the intended tax Tax effect of the transactions contemplated hereby shall not be deemed to imply any representation by Operating Partnership the Contributee as to a particular tax Tax effect that may be obtained by the Contributor. The Contributor remains solely responsible for all tax Tax matters relating to the Contributor. (e) The Contributor has been supplied with, or had access to, information to which a reasonable investor would attach significance in making an investment decision to acquire the Class B OP Units and any other information the Contributor has requested. The Contributor has had an opportunity to ask questions of, and receive information and answers from, the Operating Partnership Contributee and USI STAR concerning the Operating PartnershipContributee, USISTAR, the Class B OP Units, the other IPO Transactions contribution of the Contributed Assets and the Common Shares shares of STAR common stock into which the Class B OP Units may be redeemedexchanged, and to assess and evaluate any information supplied to the Contributor by the Operating Partnership Contributee or USISTAR, and all such questions have been answered, and all such information has been provided to the full satisfaction of the Contributor. (f) The Contributor acknowledges that the Contributor it is aware that there are substantial restrictions on the transferability of the Class B OP Units and that the Class B OP Units will not be registered under the Securities Act or any state securities lawsLaws, and the Contributor has no right to require that they be so registered. The Contributor agrees that any Class B OP Units it acquires will not be sold in the absence of registration unless such sale is exempt from registration under the Securities Act and applicable state securities lawsLaws. The Contributor acknowledges that the Contributor shall be responsible for compliance with all conditions on transfer imposed by any Governmental Entity or self-regulatory entity administering the securities authority Laws and for any expenses incurred by the Operating Partnership Contributee for legal or accounting services in connection with reviewing such a proposed transfer or issuing opinions in connection therewith. (g) The Contributor understands that no federal agency Governmental Entity (including the United States Securities and Exchange CommissionCommission (the “SEC”)) or state agency has made made, or will make make, any finding or determination as to the fairness of an investment in the Units (including as to the Contribution Unit Amount or the value determined pursuant to Exhibit B))Class B OP Units. (h) The Contributor understands that there is no established public, private or other market for the Class B OP Units acquired by to be issued to the Contributor hereunder hereunder, and it is not anticipated that there will be any public, private or other market for such Class B OP Units in the foreseeable future. (i) The Contributor understands that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of Class B OP Units.