Common use of Securities Law Matters Clause in Contracts

Securities Law Matters. (1) In deciding to engage in the transaction contemplated by this Agreement, including, if applicable, acquiring OP Units, neither Contributor nor any equity holder thereof is relying upon any representations made to it by the Operating Partnership, or any of its partners, officers, employees, or agents that are not contained herein. Contributor is aware of the risks involved in investing in the OP Units and in the securities issuable upon redemption of such OP Units. Contributor is knowledgeable, sophisticated and experienced in business and financial matters and fully understands the limitations on transfer imposed by the federal securities laws and as described in this Agreement and the PPM and related materials, including the Partnership Agreement. Contributor has received the PPM and related materials, including the Partnership Agreement, has reviewed all documents and has had an opportunity to ask questions of, and to receive answers from, the Operating Partnership and the REIT or a person or persons authorized to act on their behalf, concerning the terms and conditions of an investment in the OP Units and the financial condition, affairs, and business of the Operating Partnership and the REIT. Contributor confirms that all documents, records, and information pertaining to its investment in OP Units that have been requested by Contributor have been made available or delivered to Contributor prior to the date hereof. (2) Contributor understands and acknowledges that (i) certain of the information contained in the PPM is incomplete or may be revised, amended or supplemented in the registration statement to be filed by the REIT with the SEC in connection with the IPO and (ii) the financial information included in the PPM has not been audited, but will be audited prior to the REIT’s filing of the registration statement with the SEC, and such information could change upon audit, and any such changes could be material. (3) Contributor and each equity holder thereof understands that the offer and sale of OP Units have not been registered under the Securities Act or any state securities laws and are instead being offered and sold in reliance on an exemption from such registration requirements and that the Operating Partnership’s reliance on such exemption is predicated in part on the accuracy and completeness of the representations and warranties of Contributor contained herein. The OP Units issuable to Contributor are being acquired by Contributor solely for its own account, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and Contributor does not have any present intention to enter into any contract, undertaking, agreement, or arrangement with respect to any such resale. (4) Contributor is able to bear the economic risk of holding the OP Units for an indefinite period and is able to afford the complete loss of its investment in the OP Units. (5) Contributor understands that no federal agency (including the SEC) or state agency has made or will make any finding or determination as to the fairness of an investment in the OP Units (including as to the value of the Consideration payable in OP Units in accordance with Section 1.2 hereof). (6) Contributor understands that there is no established public, private or other market for the OP Units to be acquired by Contributor hereunder and it is not anticipated that there will be any public, private or other market for such OP Units in the foreseeable future. (7) 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. (1) In deciding to engage in the transaction transactions contemplated by this Agreement, including, if applicable, including acquiring OP Units, neither Contributor nor any equity holder thereof is relying upon any representations made to it by the Operating Partnership, or any of its the Operating Partnership’s partners, officers, employeesemployees or agents, or agents that are not contained herein. Contributor is aware of the risks involved in investing in the OP Units and in the securities issuable issuable, or that may be issuable, upon redemption of such the OP Units. Contributor is knowledgeable, sophisticated and experienced in business and financial matters and fully understands the limitations on transfer imposed by the U.S. federal securities laws and as described in this Agreement Agreement, the IPO Registration Statement and the PPM and related materials, including the Partnership Agreement. Contributor has received the PPM Partnership Agreement and related materials, including the Partnership Agreement, has reviewed all documents and has had an opportunity to ask questions of, and to receive answers from, the Operating Partnership and the REIT or a person or persons authorized to act on their behalf, concerning the terms and conditions of an investment in the OP Units and the financial condition, affairs, and business of the Operating Partnership and the REIT. Contributor confirms that all documents, records, and information pertaining to its investment in OP Units that have been requested by Contributor have been made available or delivered to Contributor prior to the date hereof. (2) Contributor understands and acknowledges that (i) certain of the information contained in the PPM is incomplete or may be revised, amended or supplemented in the registration statement to be filed by the REIT with the SEC in connection with the IPO and (ii) the financial information included in the PPM has not been audited, but will be audited prior to the REIT’s filing of the registration statement with the SEC, and such information could change upon audit, and any such changes could be material. (3) Contributor and each equity holder thereof understands that the offer and sale of OP Units have not been registered under the Securities Act or any state or U.S. federal securities laws and are instead being offered and sold in reliance on an exemption from such registration requirements and that the Operating Partnership’s reliance on such exemption is predicated in part on the accuracy and completeness of the representations and warranties of Contributor contained herein. The OP Units issuable to be issued to Contributor are being acquired by Contributor solely for its own account, for investmentinvestment purposes, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and Contributor does not have any present intention to enter into any contract, undertaking, agreement, or arrangement with respect to any such resale. (43) Contributor is able to bear the economic risk of holding the OP Units for an indefinite period and is able to afford the complete loss of its investment in the OP Units. (54) Contributor understands that no federal agency (including the SEC) or state agency has made or will make any finding or determination as to the fairness of an investment in the OP Units (including as to the value of the Consideration payable in OP Units in accordance with Section 1.2 hereof). (65) Contributor understands that there is no established public, private or other market for the OP Units to be acquired by Contributor hereunder and it is not anticipated that there will be any public, private or other market for such OP Units in the foreseeable future. (76) 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. (1) In deciding to engage in the transaction transactions contemplated by this Agreement, including, if applicable, acquiring OP Units, neither Contributor nor any equity holder thereof is relying upon any representations made to it by the Operating Partnership, or any of its partners, officers, employees, or agents that are not contained herein. Contributor is aware of the risks involved in investing in the OP Units and in the securities issuable upon redemption of such the OP Units. Contributor is knowledgeable, sophisticated and experienced in business and financial matters and fully understands the limitations on transfer imposed by the federal securities laws and as described in this Agreement and the PPM and related materials, including the Partnership Agreement. Contributor has received the PPM Partnership Agreement and related materials, including the Partnership Agreementregistration statement filed by the REIT with the Securities and Exchange Commission in connection with the IPO, has reviewed all documents and has had an opportunity to ask questions of, and to receive answers from, the Operating Partnership and the REIT or a person or persons authorized to act on their behalf, concerning the terms and conditions of an investment in the OP Units and the financial condition, affairs, and business of the Operating Partnership and the REIT. Contributor confirms that all documents, records, and information pertaining to its investment in OP Units that have been requested by Contributor have been made available or delivered to Contributor prior to the date hereof. (2) Contributor understands and acknowledges that (i) certain of the information contained in the PPM is incomplete or may be revised, amended or supplemented in the registration statement to be filed by the REIT with the SEC in connection with the IPO and (ii) the financial information included in the PPM has not been audited, but will be audited prior to the REIT’s filing of the registration statement with the SEC, and such information could change upon audit, and any such changes could be material. (3) Contributor and each equity holder thereof understands that the offer and sale of OP Units have not been registered under the Securities Act or any state or federal securities laws and are instead being offered and sold in reliance on an exemption from such registration requirements and that the Operating Partnership’s reliance on such exemption is predicated in part on the accuracy and completeness of the representations and warranties of Contributor contained herein. The OP Units issuable to Contributor are being acquired by Contributor solely for its own account, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and Contributor does not have any present intention to enter into any contract, undertaking, agreement, or arrangement with respect to any such resale. (43) Contributor is able to bear the economic risk of holding the OP Units for an indefinite period and is able to afford the complete loss of its investment in the OP Units. (54) Contributor understands that no federal agency (including the SEC) or state agency has made or will make any finding or determination as to the fairness of an investment in the OP Units (including as to the value of the Consideration payable in OP Units in accordance with Section 1.2 hereofUnits). (65) Contributor understands that there is no established public, private or other market for the OP Units to be acquired by issued to Contributor hereunder and it is not anticipated that there will be any public, private or other market for such OP Units in the foreseeable future. (76) 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. (1) In deciding to engage in the transaction transactions contemplated by this Agreement, including, if applicable, acquiring OP Units, neither Contributor nor any equity holder thereof is relying upon any representations made to it by the Operating Partnership, or any of its the Operating Partnership’s partners, officers, employeesemployees or agents, or agents that are not contained hereinherein or in the Partnership Agreement. Contributor is aware of the risks involved in investing in the OP Units and in the securities issuable upon redemption of such OP Units. Contributor is knowledgeable, sophisticated and experienced in business and financial matters and fully understands the limitations on transfer imposed by the U.S. federal securities laws and as described in this Agreement Agreement, the IPO Registration Statement and the PPM and related materials, including the Partnership Agreement. Contributor has received the PPM Partnership Agreement and related materials, including the Partnership Agreement, has reviewed all documents and has had an opportunity to ask questions of, and to receive answers from, the Operating Partnership and the REIT or a person or persons authorized to act on their behalf, concerning the terms and conditions of an investment in the OP Units and the financial condition, affairs, and business of the Operating Partnership and the REIT. Contributor confirms that all documents, records, and information pertaining to its investment in OP Units that have been requested by Contributor have been made available or delivered to Contributor prior to the date hereof. (2) Contributor understands and acknowledges that (i) certain of the information contained in the PPM is incomplete or may be revised, amended or supplemented in the registration statement to be filed by the REIT with the SEC in connection with the IPO and (ii) the financial information included in the PPM has not been audited, but will be audited prior to the REIT’s filing of the registration statement with the SEC, and such information could change upon audit, and any such changes could be material. (3) Contributor and each equity holder thereof understands that the offer and sale of OP Units have not been registered under the Securities Act or any state or U.S. federal securities laws and are instead being offered and sold in reliance on an exemption from such registration requirements and that the Operating Partnership’s reliance on such exemption is predicated in part on the accuracy and completeness of the representations and warranties of Contributor contained herein. The OP Units issuable to be issued to Contributor are being acquired by Contributor solely for its own account, for investmentinvestment purposes, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and Contributor does not have any present intention to enter into any contract, undertaking, agreement, or arrangement with respect to any such resale. (43) Contributor is able to bear the economic risk of holding the OP Units for an indefinite period and is able to afford the complete loss of its investment in the OP Units. (54) Contributor understands that no federal agency (including the SEC) or state agency has made or will make any finding or determination as to the fairness of an investment in the OP Units (including as to the value of the Consideration payable in OP Units in accordance with Section 1.2 hereof). (65) Contributor understands that there is no established public, private or other market for the OP Units to be acquired by Contributor hereunder and it is not anticipated that there will be any public, private or other market for such OP Units in the foreseeable future. (76) 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. (1a) In deciding The Contributor acknowledges that: (i) the REIT and Operating Partnership intend the offer and issuance of OP Units to engage the Contributor to be exempt from registration under the Securities Act and applicable state securities laws by virtue of the status of the Contributor as an “accredited investor” (within the meaning of Rule 501(a) of Regulation D under the Securities Act) acquiring OP Units in a transaction exempt from registration pursuant to Rule 506 of Regulation D under the transaction contemplated by Securities Act, and (ii) in issuing OP Units pursuant to the terms of this Agreement, including, if applicable, acquiring OP Units, neither the REIT and Operating Partnership are relying on the representations made by the Contributor herein. (b) Neither the Contributor nor any equity holder thereof Member is relying upon any representations made to it by the Operating Partnership, or any of its partners, officers, employees, or agents that are not contained herein. The Contributor is aware of the risks involved in investing in the OP Units and in the securities REIT Shares issuable upon redemption of such OP Units. The Contributor is knowledgeable, sophisticated and experienced in business and financial matters and fully understands the limitations on transfer imposed by the federal securities laws and as described in this Agreement and the PPM Operating Partnership Agreement. The Contributor has received and reviewed the Confidential Request for Consent and the REIT Disclosure Memorandum included therewith and related materials, including the Operating Partnership Agreement. Contributor has received the PPM and related materials, including the Partnership Agreement, has reviewed all documents Agreement and has had an opportunity to ask questions of, and to receive answers from, the Operating Partnership and the REIT or a person or persons authorized to act on their behalf, concerning the terms and conditions of an investment in the OP Units and the financial condition, affairs, and business of the Operating Partnership and the REIT. The Contributor confirms that all documents, records, records and information pertaining to its investment in OP Units that have been requested by the Contributor have been made available or delivered to the Contributor prior to the date hereof. (2c) The Contributor is an “accredited investor” (within the meaning of Rule 501(a) of Regulation D under the Securities Act). (d) The Contributor understands and acknowledges that (i) certain of the information contained in the PPM Confidential Request for Consent and the REIT Disclosure Memorandum and accompanying documents is incomplete or and may be revised, amended or supplemented in amendments to the registration statement to be filed by the REIT with the SEC Securities and Exchange Commission (the “SEC”) in connection with the IPO and (ii) the financial information included in the PPM has not been audited, but will be audited prior to the REIT’s filing of the registration statement with the SEC, and such information could change upon audit, and any such changes could be materialOffering. (3e) The Contributor and each equity holder thereof understands that the offer and sale of OP Units have not been registered under the Securities Act or any state securities laws and are instead being offered and sold in reliance on an exemption from such registration requirements and that the Operating Partnership’s reliance on such exemption is predicated in part on the accuracy and completeness of the representations and warranties of the Contributor contained herein. The OP Units issuable to the Contributor are being acquired by the Contributor solely for its own account, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and the Contributor does not have any present intention to enter into any contract, undertaking, agreement, or arrangement with respect to any such resale. (4f) The Contributor is able to bear the economic risk of holding the OP Units for an indefinite period and is able to afford the complete loss of its investment in the OP Units. (5g) The Contributor understands that no federal agency (including the SEC) or state agency has made or will make any finding or determination as to the fairness of an investment in the OP Units (including as to the value of the Consideration payable in OP Units in accordance with Section 1.2 hereof)Units. (6h) The Contributor understands that there is no established public, private or other market for the OP Units to be acquired by the Contributor hereunder and it is not anticipated that there will be any public, private or other market for such OP Units in the foreseeable future. (7i) 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. (1A) In deciding to engage acquiring the Units and engaging in the transaction contemplated by this Agreement, including, if applicable, acquiring OP Unitstransaction, neither Contributor the Contributors nor any equity holder thereof shareholder, partner or beneficiary of a Contributor is relying upon any representations made to it by the Operating PartnershipAcquiror, or any of its partners, officers, employees, or agents that are not contained herein. Contributor is aware of the risks involved in investing in the OP Units and in the securities shares of common stock (“Common Stock”) of the REIT, issuable upon redemption of such OP Units. Contributor is knowledgeable, sophisticated and experienced in business and financial matters and fully understands the limitations on transfer imposed by the federal securities laws and as described in this Agreement and the PPM and related materials, including the Partnership Agreement. Contributor has received the PPM and related materials, including the Partnership Agreement, has reviewed all documents and has had an opportunity to ask questions of, and to receive answers from, the Operating Partnership and the REIT Acquiror or a person or persons authorized to act on their its behalf, concerning the terms and conditions of an this investment in the OP Units and the financial condition, affairs, and business of the Operating Partnership Acquiror and the REIT. Contributor confirms that all documents, records, and information pertaining to its investment in OP Units the Acquiror that have been requested by Contributor it, including a complete copy of the form of the Partnership Agreement, have been made available or delivered to Contributor it prior to the date hereof.. Contributor represents and warrants that it has reviewed and approved the form of the Partnership Agreement attached hereto as Exhibit B. (2) Contributor understands and acknowledges that (i) certain of the information contained in the PPM is incomplete or may be revised, amended or supplemented in the registration statement to be filed by the REIT with the SEC in connection with the IPO and (ii) the financial information included in the PPM has not been audited, but will be audited prior to the REIT’s filing of the registration statement with the SEC, and such information could change upon audit, and any such changes could be material. (3B) Contributor and each equity holder shareholder, partner or beneficiary thereof understands that neither the offer and sale Units nor the shares of OP Common Stock issuable upon redemption of the Units have not been registered under the Securities Act or any state securities laws acts and are instead being offered and sold in reliance on an exemption from such registration requirements and that the Operating Partnership’s reliance on such exemption is predicated in part on the accuracy and completeness of the representations and warranties of Contributor contained hereinrequirements. The OP Units issuable to Contributor are being acquired by Contributor solely for its own account, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and Contributor does not have any present intention to enter into any contract, undertaking, agreement, or arrangement with respect to any such resale. ; provided, however, that, at or following Closing, Contributor may distribute the Units to its shareholders, partners or members, as the case may be that (41) Contributor have represented and warranted to the Acquiror in writing that, as of the time of such distribution, such member, shareholder or partner, as the case may be, is able to bear an accredited investor as that term is defined in Rule 501 of Regulation D under the economic risk of holding Securities Act, and (2) have executed the OP Units for an indefinite period and is able to afford the complete loss of its investment in the OP Units. (5) Partnership Agreement as limited partners. Contributor understands that no federal agency (including any certificates evidencing the SEC) Units will contain appropriate legends reflecting the requirement that the Units not be resold by Contributor without registration under such laws or state agency has made or will make any finding or determination as to the fairness availability of an investment in exemption from such registration and that the OP Units (including as to the value Partnership Agreement will restrict transfer of the Consideration payable in OP Units in accordance with Section 1.2 hereof). (6) Contributor understands that there is no established public, private or other market for the OP Units to be acquired by Contributor hereunder and it is not anticipated that there will be any public, private or other market for such OP Units in the foreseeable future. (7) 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. (1i) In deciding to engage acquiring the Units or Common Stock and engaging in the transaction contemplated by this Agreement, including, if applicable, acquiring OP Unitstransaction, neither Contributor nor any equity holder member or shareholder thereof is relying upon any representations made to it by the Operating PartnershipAcquirer, or any of its partners, officers, employees, or agents that are not contained herein. Contributor is aware of and understands the risks involved in investing in the OP Common Stock or in the Units and in the securities Common Stock issuable upon redemption of such OP Units. Contributor is knowledgeable, sophisticated and experienced in business and financial matters and fully understands the limitations on transfer imposed by the federal securities laws and as described in this Agreement and the PPM and related materials, including the Partnership Agreement. Contributor has received the PPM and related materials, including the Partnership Agreement, has reviewed all documents and has had an opportunity to ask questions of, and to receive answers from, the Operating Partnership Acquirer and the REIT or a person or persons authorized to act on their behalf, concerning the terms and conditions of an investment in the OP Units and the Common Stock and the financial condition, affairs, and business of the Operating Partnership Acquirer and the REIT. Contributor confirms that all documents, records, and information pertaining to its investment in OP Units Acquirer that have been requested by Contributor it, have been made available or delivered to Contributor prior to the date hereof. (2ii) Contributor understands and acknowledges that (i) certain none of the information contained in Common Stock, the PPM is incomplete Units or may be revised, amended or supplemented in the registration statement to be filed by the REIT with the SEC in connection with the IPO and (ii) the financial information included in the PPM has not been audited, but will be audited prior to the REIT’s filing Common Stock issuable upon redemption of the registration statement with the SEC, and such information could change upon audit, and any such changes could be material. (3) Contributor and each equity holder thereof understands that the offer and sale of OP Units have not been registered under the Securities Act or any state securities laws acts and are instead being offered and sold in reliance on an exemption from such registration requirements and that the Operating Partnership’s reliance on such exemption is predicated in part on the accuracy and completeness of the representations and warranties of Contributor contained hereinrequirements. The OP Units or Common Stock issuable to Contributor are being acquired by Contributor solely for its own account, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and Contributor does not have any present intention to enter into any contract, undertaking, agreement, or arrangement with respect to any such resale. (4) Contributor is able to bear the economic risk of holding the OP Units for an indefinite period and is able to afford the complete loss of its investment in the OP Units. (5) . Contributor understands that no federal agency (including any certificates representing the SEC) Units or state agency has made Common Stock will contain appropriate legends reflecting the requirement that such Units or will make any finding Common Stock not be resold by Contributor without registration under such laws or determination as to the fairness availability of an investment in the OP Units (including as to the value of the Consideration payable in OP Units in accordance with Section 1.2 hereof)exemption from such registration. (6) Contributor understands that there is no established public, private or other market for the OP Units to be acquired by Contributor hereunder and it is not anticipated that there will be any public, private or other market for such OP Units in the foreseeable future. (7) 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. (1A) In deciding to engage acquiring the Units and engaging in the transaction contemplated by this Agreement, including, if applicable, acquiring OP Unitstransaction, neither Contributor the Contributors nor any equity holder thereof member of a Contributor is relying upon any representations made to it by the Operating PartnershipAcquiror, or any of its partners, officers, employees, or agents that are not contained herein. Contributor is aware of the risks involved in investing in the OP Units and in the securities shares of common stock (“Common Stock”) of the REIT, issuable upon redemption of such OP Units. Contributor is knowledgeable, sophisticated and experienced in business and financial matters and fully understands the limitations on transfer imposed by the federal securities laws and as described in this Agreement and the PPM and related materials, including the Partnership Agreement. Contributor has received the PPM and related materials, including the Partnership Agreement, has reviewed all documents and has had an opportunity to ask questions of, and to receive answers from, the Operating Partnership and the REIT Acquiror or a person or persons authorized to act on their its behalf, concerning the terms and conditions of an this investment in the OP Units and the financial condition, affairs, and business of the Operating Partnership Acquiror and the REIT. Contributor confirms that all documents, records, and information pertaining to its investment in OP Units the Acquiror that have been requested by Contributor it, including a complete copy of the form of the Partnership Agreement, have been made available or delivered to Contributor it prior to the date hereof.. Contributor represents and warrants that it has reviewed and approved the form of the Partnership Agreement attached hereto as Exhibit B. (2) Contributor understands and acknowledges that (i) certain of the information contained in the PPM is incomplete or may be revised, amended or supplemented in the registration statement to be filed by the REIT with the SEC in connection with the IPO and (ii) the financial information included in the PPM has not been audited, but will be audited prior to the REIT’s filing of the registration statement with the SEC, and such information could change upon audit, and any such changes could be material. (3B) Contributor and each equity holder member thereof understands that neither the offer and sale Units nor the shares of OP Common Stock issuable upon redemption of the Units have not been registered under the Securities Act or any state securities laws acts and are instead being offered and sold in reliance on an exemption from such registration requirements and that the Operating Partnership’s reliance on such exemption is predicated in part on the accuracy and completeness of the representations and warranties of Contributor contained hereinrequirements. The OP Units issuable to Contributor are being acquired by Contributor solely for its own account, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and Contributor does not have any present intention to enter into any contract, undertaking, agreement, or arrangement with respect to any such resale. ; provided, however, that, at or following Closing, Contributor may distribute the Units to its members that (41) Contributor have represented and warranted to the Acquiror in writing that, as of the time of such distribution, such member is able to bear an accredited investor as that term is defined in Rule 501 of Regulation D under the economic risk of holding Securities Act, and (2) have executed the OP Units for an indefinite period and is able to afford the complete loss of its investment in the OP Units. (5) Partnership Agreement as limited partners. Contributor understands that no federal agency (including any certificates evidencing the SEC) Units will contain appropriate legends reflecting the requirement that the Units not be resold by Contributor without registration under such laws or state agency has made or will make any finding or determination as to the fairness availability of an investment in exemption from such registration and that the OP Units (including as to the value Partnership Agreement will restrict transfer of the Consideration payable in OP Units in accordance with Section 1.2 hereof). (6) Contributor understands that there is no established public, private or other market for the OP Units to be acquired by Contributor hereunder and it is not anticipated that there will be any public, private or other market for such OP Units in the foreseeable future. (7) 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. (1) In deciding to engage acquiring the OP Units and engaging in this transaction, the transaction contemplated by this Agreement, including, if applicable, acquiring OP Units, neither Contributor nor any equity holder thereof is not relying upon any representations made to it by the Operating Partnership, or any of its the partners, officers, employees, affiliates or agents that are not contained hereinof the Operating Partnership, REIT or BRG North Park Towers, except with respect to any representations set forth in this Agreement (as such representations may be modified in accordance with the terms of this Agreement). Contributor is aware of the risks involved in investing in the OP Units and in the securities issuable upon redemption of such OP Units. Contributor is knowledgeable, sophisticated and experienced in business and financial matters and fully understands the limitations on transfer imposed by the federal securities laws and as described in this Agreement and the PPM and related materials, including the Partnership Agreement. Contributor has received the PPM and related materials, including the Partnership Agreement, has reviewed all documents and has had an opportunity to ask questions of, and to receive answers from, the Operating Partnership and the REIT or a person or persons authorized to act on their its behalf, concerning the terms and conditions of an this investment in the OP Units and the financial condition, affairs, and business of the Operating Partnership and the REITPartnership. Contributor confirms that all documents, records, and information pertaining to its investment in OP Units the Operating Partnership that have been requested by Contributor it, including a complete copy of the organizational documents of the Operating Partnership and the REIT, have been made available or delivered to Contributor it prior to the date hereof. (2) . Contributor understands represents and acknowledges warrants that (i) certain it has reviewed such documents and information as Contributor has deemed appropriate, and made its own investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the information contained in the PPM is incomplete or may be revised, amended or supplemented in the registration statement to be filed by the REIT with the SEC in connection with the IPO and (ii) the financial information included in the PPM has not been audited, but will be audited prior to the REIT’s filing of the registration statement with the SEC, and such information could change upon audit, and any such changes could be material. (3) Operating Partnership. Contributor and each equity holder thereof understands that the offer and sale of OP Units have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws acts and are instead being offered and sold in reliance on an exemption from such registration requirements and that the Operating Partnership’s reliance on such exemption is predicated in part on the accuracy and completeness of the representations and warranties of Contributor contained hereinrequirements. The OP Units issuable to Contributor are being acquired by Contributor solely for its own account, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and Contributor does not have any present intention to enter into any contract, undertaking, agreement, agreement or arrangement with respect to any such resale. . Contributor understands that the Operating Partnership’s limited partnership agreement, as amended (4“Operating Partnership Agreement”) Contributor is able will impose certain restrictions with respect to bear the economic risk transfer of holding the OP Units and, if the Operating Partnership elects to issue certificates for an indefinite period and is able to afford the complete loss of its investment in the OP Units. (5) Contributor understands that no federal agency (including the SEC) or state agency has made or will make any finding or determination as to the fairness of an investment in the OP Units (including as collectively, “Certificates”), the Certificates will contain, in addition to any other legend required to be set forth on the value of certificate by the Consideration payable in OP Units in accordance with Section 1.2 hereof). (6) Contributor understands Operating Partnership Agreement, the following legend reflecting the requirement that there is no established public, private or other market for the OP Units to cannot be acquired by resold without registration under such laws or the availability of an exemption from such registration: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO BLUEROCK RESIDENTIAL HOLDINGS, L.P., AN OPINION OF COUNSEL SATISFACTORY TO BLUEROCK RESIDENTIAL HOLDINGS, L.P., TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. Contributor hereunder and it is not anticipated an “accredited investor” as that there will be any public, private or other market for such OP Units term is defined in the foreseeable future. (7) Contributor understands that Rule 144 promulgated 501 of Regulation D under the Securities Act Act. Contributor acknowledges that the acquisition of the Property by the Operating Partnership or its affiliates is not currently available in connection with respect to the sale consummation of OP Unitsthe IPO and the satisfaction of the conditions set forth herein.

Securities Law Matters. (1A) In deciding to engage engaging in the transaction contemplated by this Agreementtransaction, including, if applicable, acquiring OP Units, neither Contributor nor any equity holder thereof is relying upon any representations made to it by the Operating PartnershipAcquirer, or any of its partners, officers, employees, or agents that are not contained herein. Contributor is aware of the risks involved in investing in the OP Units and in the securities issuable upon redemption of such OP Units. Contributor is knowledgeable, sophisticated has received and experienced in business and financial matters and fully understands the limitations on transfer imposed by the federal securities laws and as described in this Agreement and reviewed the PPM and related materials, including the Partnership Agreement. Contributor has received the PPM and related materials, including the Partnership Agreement, has reviewed all documents and Agreement has had an opportunity to ask questions of, and to receive answers from, the Operating Partnership Acquirer and Richmond Xxxxx Medical Properties Inc. (the REIT “REIT”) or a person or persons authorized to act on their behalf, concerning the terms and conditions of an investment in the OP Units and the financial condition, affairs, and business of the Operating Partnership Acquirer and the REIT. Contributor confirms that all documents, records, and information pertaining to its investment in OP Units that have been requested by Contributor Contributor, have been made available or delivered to Contributor prior to the date hereof. (2) Contributor understands and acknowledges that (i) certain of the information contained in the PPM is incomplete or may be revised, amended or supplemented in the registration statement to be filed by the REIT with the SEC in connection with the IPO and (ii) the financial information included in the PPM has not been audited, but will be audited prior to the REIT’s filing of the registration statement with the SEC, and such information could change upon audit, and any such changes could be material. (3B) Contributor and each equity holder thereof understands that the offer and sale of OP Units have not been registered under the Securities Act or any state securities laws acts and are instead being offered and sold in reliance on an exemption from such registration requirements and that the Operating Partnership’s reliance on such exemption is predicated in part on the accuracy and completeness of the representations and warranties of Contributor contained hereinrequirements. The OP Units issuable to Contributor are being acquired by Contributor solely for its own account, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and Contributor does not have any present intention to enter into any contract, undertaking, agreement, or arrangement with respect to any such resale. (4) Contributor is able to bear the economic risk of holding the OP Units for an indefinite period and is able to afford the complete loss of its investment in the OP Units. (5) Contributor understands that no federal agency (including the SEC) or state agency has made or will make any finding or determination as to the fairness of an investment in the OP Units (including as to the value of the Consideration payable in OP Units in accordance with Section 1.2 hereof). (6) Contributor understands that there is no established public, private or other market for the OP Units to be acquired by Contributor hereunder and it is not anticipated that there will be any public, private or other market for such OP Units in the foreseeable future. (7) 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. (1A) In deciding to engage acquiring the Units and engaging in the transaction contemplated by this Agreement, including, if applicable, acquiring OP Unitstransaction, neither the Contributor nor any equity holder thereof BCC is relying upon any representations made to it by the Operating PartnershipAcquirer, or any of its partners, officers, employees, or agents that are not contained herein. The Contributor is and BCC are aware of the risks involved in investing in the OP Units and in the securities Common Shares issuable upon redemption of such OP Units. The Contributor is knowledgeable, sophisticated and experienced in business and financial matters and fully understands the limitations on transfer imposed by the federal securities laws and as described in this Agreement and the PPM and related materials, including the Partnership Agreement. Contributor has received the PPM and related materials, including the Partnership Agreement, has reviewed all documents and has BCC have had an opportunity to ask questions of, and to receive answers from, the Operating Partnership Acquirer and the REIT or a person or persons authorized to act on their behalf, concerning the terms and conditions of an this investment in the OP Units and the financial condition, affairs, and business of the Operating Partnership Acquirer and the REIT. The Contributor confirms and BCC confirm that all documents, records, and information pertaining to its investment in OP Units the Acquirer that have been requested by Contributor it, including a complete copy of the form of the Partnership Agreement, have been made available or delivered to Contributor it prior to the date hereof.. The Contributor and BCC represent and warrant that each has reviewed and approved the form of the Partnership Agreement attached hereto as Exhibit B. (2B) The Contributor understands and acknowledges BCC understand that (i) certain neither the Units nor the Common Shares issuable upon redemption of the information contained in the PPM is incomplete or may be revised, amended or supplemented in the registration statement to be filed by the REIT with the SEC in connection with the IPO and (ii) the financial information included in the PPM has not been audited, but will be audited prior to the REIT’s filing of the registration statement with the SEC, and such information could change upon audit, and any such changes could be material. (3) Contributor and each equity holder thereof understands that the offer and sale of OP Units have not been registered under the Securities Act or any state securities laws acts and are instead being offered and sold in reliance on an exemption from such registration requirements and that the Operating Partnership’s reliance on such exemption is predicated in part on the accuracy and completeness of the representations and warranties of Contributor contained hereinrequirements. The OP Units issuable to BCC at the direction of the Contributor are being acquired by Contributor solely for its own account, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and neither BCC nor the Contributor does not have has any present intention to enter into any contract, undertaking, agreement, or arrangement with respect to any such resale. (4) . The Contributor is able to bear and BCC understand that any certificates evidencing the economic risk Units will contain appropriate legends reflecting the requirement that the Units not be resold without registration under such laws or the availability of holding an exemption from such registration and that the OP Units for an indefinite period and is able to afford Partnership Agreement will restrict transfer of the complete loss of its investment in the OP Units. (5) Contributor understands that no federal agency (including the SEC) or state agency has made or will make any finding or determination as to the fairness of an investment in the OP Units (including as to the value of the Consideration payable in OP Units in accordance with Section 1.2 hereof). (6) Contributor understands that there is no established public, private or other market for the OP Units to be acquired by Contributor hereunder and it is not anticipated that there will be any public, private or other market for such OP Units in the foreseeable future. (7) 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. (1) In deciding to engage acquiring the REIT Shares and engaging in this transaction, the transaction contemplated by this Agreement, including, if applicable, acquiring OP Units, neither Contributor nor any equity holder thereof is not relying upon any representations made to it by the Operating PartnershipREIT, or any of its the partners, officers, employees, affiliates or agents that are not contained hereinof the REIT, Operating Partnership or BRG Oak Crest, except with respect to any representations set forth in this Agreement (as such representations may be modified in accordance with the terms of this Agreement). Contributor is aware of the risks involved in investing in the OP Units and in the securities issuable upon redemption of such OP UnitsREIT Shares. Contributor is knowledgeable, sophisticated and experienced in business and financial matters and fully understands the limitations on transfer imposed by the federal securities laws and as described in this Agreement and the PPM and related materials, including the Partnership Agreement. Contributor has received the PPM and related materials, including the Partnership Agreement, has reviewed all documents and has had an opportunity to ask questions of, and to receive answers from, the Operating Partnership and the REIT or a person or persons authorized to act on their its behalf, concerning the terms and conditions of an this investment in the OP Units and the financial condition, affairs, and business of the Operating Partnership and the REIT. Contributor confirms that all documents, records, and information pertaining to its investment in OP Units the REIT that have been requested by Contributor it, including a complete copy of the organizational documents of the REIT, have been made available or delivered to Contributor it prior to the date hereof. (2) . Contributor understands represents and acknowledges warrants that (i) certain it has reviewed such documents and information as Contributor has deemed appropriate, and made its own investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the information contained in the PPM is incomplete or may be revised, amended or supplemented in the registration statement to be filed by the REIT with the SEC in connection with the IPO and (ii) the financial information included in the PPM has not been audited, but will be audited prior to the REIT’s filing of the registration statement with the SEC, and such information could change upon audit, and any such changes could be material. (3) . Contributor and each equity holder thereof understands that the offer and sale of OP Units REIT Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws acts and are instead being offered and sold in reliance on an exemption from such registration requirements and that the Operating Partnership’s reliance on such exemption is predicated in part on the accuracy and completeness of the representations and warranties of Contributor contained hereinrequirements. The OP Units issuable to Contributor REIT Shares are being acquired by Contributor solely for its own account, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and Contributor does not have any present intention to enter into any contract, undertaking, agreement, agreement or arrangement with respect to any such resale. (4) Contributor is able to bear the economic risk of holding the OP Units for an indefinite period and is able to afford the complete loss of its investment in the OP Units. (5) . Contributor understands that no federal agency (including the SEC) or state agency has made or REIT’s Charter Documents will make any finding or determination as to the fairness of an investment in the OP Units (including as to the value of the Consideration payable in OP Units in accordance with Section 1.2 hereof). (6) Contributor understands that there is no established public, private or other market for the OP Units to be acquired by Contributor hereunder and it is not anticipated that there will be any public, private or other market for such OP Units in the foreseeable future. (7) Contributor understands that Rule 144 promulgated under the Securities Act is not currently available impose certain restrictions with respect to the sale transfer of OP Unitsthe REIT Shares and, if the REIT elects to issue stock certificates for the REIT Shares, the certificates will contain, in addition to any other legend required to be set forth on the certificate by the REIT’s Charter Documents, the following legend reflecting the requirement that the REIT Shares cannot be resold without registration under such laws or the availability of an exemption from such registration: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO BLUEROCK RESIDENTIAL GROWTH REIT, INC., AN OPINION OF COUNSEL SATISFACTORY TO BLUEROCK RESIDENTIAL GROWTH REIT, INC., TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. Contributor is an “accredited investor” as that term is defined in Rule 501 of Regulation D under the Securities Act. Contributor acknowledges that the acquisition of the Oak Crest Interests by the REIT or its affiliates is in connection with the consummation of the IPO and the satisfaction of the conditions set forth herein.

Securities Law Matters. (1) In deciding to engage acquiring the REIT Shares and engaging in this transaction, none of the transaction contemplated by this Agreement, including, if applicable, acquiring OP Units, neither Contributor nor any equity holder thereof Contributors is relying upon any representations made to it by the Operating PartnershipREIT, or any of its the partners, officers, employees, affiliates or agents that are not contained hereinof the REIT, Operating Partnership or BRG Xxx Arbor, except with respect to any representations set forth in this Agreement (as such representations may be modified in accordance with the terms of this Agreement). Each such Contributor is aware of the risks involved in investing in the OP Units and in the securities issuable upon redemption of REIT Shares. Each such OP Units. Contributor is knowledgeable, sophisticated and experienced in business and financial matters and fully understands the limitations on transfer imposed by the federal securities laws and as described in this Agreement and the PPM and related materials, including the Partnership Agreement. Contributor has received the PPM and related materials, including the Partnership Agreement, has reviewed all documents and has had an opportunity to ask questions of, and to receive answers from, the Operating Partnership and the REIT or a person or persons authorized to act on their its behalf, concerning the terms and conditions of an this investment in the OP Units and the financial condition, affairs, and business of the Operating Partnership and the REIT. Each such Contributor confirms that all documents, records, and information pertaining to its investment in OP Units the REIT that have been requested by Contributor it, including a complete copy of the organizational documents of the REIT, have been made available or delivered to Contributor it prior to the date hereof. (2) . Each Contributor understands represents and acknowledges warrants that (i) certain it has reviewed such documents and information as Contributor has deemed appropriate, and made its own investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the information contained in the PPM is incomplete or may be revised, amended or supplemented in the registration statement to be filed by the REIT with the SEC in connection with the IPO and (ii) the financial information included in the PPM has not been audited, but will be audited prior to the REIT’s filing of the registration statement with the SEC, and such information could change upon audit, and any such changes could be material. (3) . Each Contributor and each equity holder thereof understands that the offer and sale of OP Units REIT Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws acts and are instead being offered and sold in reliance on an exemption from such registration requirements and that the Operating Partnership’s reliance on such exemption is predicated in part on the accuracy and completeness of the representations and warranties of Contributor contained hereinrequirements. The OP Units issuable to Contributor REIT Shares are being acquired by each Contributor solely for its own account, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and no Contributor does not have has any present intention to enter into any contract, undertaking, agreement, agreement or arrangement with respect to any such resale. (4) Contributor is able to bear the economic risk of holding the OP Units for an indefinite period and is able to afford the complete loss of its investment in the OP Units. (5) . Each Contributor understands that no federal agency (including the SEC) or state agency has made or REIT’s Charter Documents will make any finding or determination as to the fairness of an investment in the OP Units (including as to the value of the Consideration payable in OP Units in accordance with Section 1.2 hereof). (6) Contributor understands that there is no established public, private or other market for the OP Units to be acquired by Contributor hereunder and it is not anticipated that there will be any public, private or other market for such OP Units in the foreseeable future. (7) Contributor understands that Rule 144 promulgated under the Securities Act is not currently available impose certain restrictions with respect to the sale transfer of OP Unitsthe REIT Shares and, if the REIT elects to issue stock certificates for the REIT Shares, the certificates will contain, in addition to any other legend required to be set forth on the certificate by the REIT’s Charter Documents, the following legend reflecting the requirement that the REIT Shares cannot be resold without registration under such laws or the availability of an exemption from such registration: THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO BLUEROCK RESIDENTIAL GROWTH REIT, INC., AN OPINION OF COUNSEL SATISFACTORY TO BLUEROCK RESIDENTIAL GROWTH REIT, INC. TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. Each Contributor is an “accredited investor” as that term is defined in Rule 501 of Regulation D under the Securities Act. Each Contributor acknowledges that the acquisition of the Village Green Interests by the REIT or its affiliates is in connection with the consummation of the IPO and the satisfaction of the conditions set forth herein.

Securities Law Matters. (1a) In deciding to engage in the transaction contemplated by this Agreement, including, if applicable, acquiring OP Units, neither Contributor nor any equity holder thereof is relying upon any representations made to it by the Operating Partnership, or any of its partners, officers, employees, or agents that The Contributors are not contained herein. Contributor is aware of the risks involved in investing in the OP Units and in the securities issuable upon redemption of such OP Units. Contributor is knowledgeable, sophisticated and experienced in business and financial matters matters; the Contributors have previously invested in securities similar to the LP Units and fully understands understand the limitations on transfer imposed by the federal securities laws and as described in this Agreement Agreement. The Contributors are able to bear the economic risk of holding the LP Units for an indefinite period and are able to afford the complete loss of its investment in the LP Units; the Contributors have received and reviewed all information and documents about or pertaining to Acquirer and Hersha, the business and prospects of Acquirer and Hersha and the PPM issuance of the LP Units as the Contributors deem necessary or desirable; and the Contributors have had the opportunity to review public filings made with the SEC pursuant to the Exchange Act related materials, including to Acquirer and Hersha; and the Partnership Agreement. Contributor has received Contributors have been given the PPM and related materials, including the Partnership Agreement, has reviewed all opportunity to obtain any additional information or documents and has had an opportunity to ask questions of, and to receive answers fromabout such information and documents, Acquirer, Hersha, the Operating Partnership business and prospects of Acquirer and Hersha and the REIT LP Units which the Contributors deem necessary or a person or persons authorized desirable to act on evaluate the merits and risks related to their behalf, concerning the terms and conditions of an investment in the OP LP Units and the financial condition, affairs, and business to conduct their own independent valuation of the Operating Partnership LP Units; and the REITContributors understand and have taken cognizance of all risk factors related to the purchase of the LP Units. Contributor confirms that all documentsThe Contributors were at no time presented with or solicited by any form of general solicitation or general advertising, recordsincluding, and information pertaining to its investment but not limited to, any advertisement, article, notice or other communication published in OP Units that any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been requested invited by Contributor have been made available any general solicitation or delivered to Contributor prior to the date hereof. (2) Contributor understands and acknowledges that (i) certain of the information contained in the PPM is incomplete or may be revised, amended or supplemented in the registration statement to be filed by the REIT with the SEC general advertising in connection with the IPO and (ii) the financial information included in the PPM has not been audited, but will be audited prior to the REIT’s filing acquisition of the registration statement LP Units contemplated hereby. The Contributors are sophisticated real estate investors. In acquiring the LP Units and engaging in this transaction, the Contributors are not relying upon any representations made to it by Acquirer or Hersha, or any of the officers, employees, or agents of Acquirer or Hersha not contained herein. The Contributors are relying upon their own independent analysis and assessment (including with the SECrespect to taxes), and the advice of such information could change upon auditContributors’ advisors (including tax advisors), and not upon that of Acquirer or Hersha or any such changes could be material.of Acquirer’s or Hersha’s advisors or affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated by this Agreement. The Contributors represent and warrant that they has reviewed and approved the form of the Acquirer’s Limited Partnership Agreement attached hereto as Exhibit K. (3b) Contributor and each equity holder thereof understands The Contributors understand that the offer and sale of OP LP Units have not been registered under the Securities Act or any state securities laws acts and are instead being offered and sold in reliance on an exemption from such registration requirements and that the Operating Partnership’s reliance on such exemption is predicated in part on the accuracy and completeness of the representations and warranties of Contributor contained hereinrequirements. The OP LP Units issuable to Contributor the Contributors are being acquired by Contributor solely for its the Contributors’ own accountaccounts, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and Contributor does not the Contributors have any no present intention to enter into any contract, undertaking, agreement, or arrangement with respect to any such resale. The Contributors understand that any certificates evidencing the LP Units will contain appropriate legends as required by the Acquirer’s Limited Partnership Agreement that reflect the non-negotiability of the certificate and that the LP Units represented by the certificate are governed by and are transferable only in accordance with the provisions of the Acquirer’s Limited Partnership Agreement. (4c) Each Contributor is able to bear an "accredited investor" as that term is defined in Rule 501 of Regulation D under the economic risk of holding the OP Units for an indefinite period and is able to afford the complete loss of its investment in the OP Units. (5) Contributor understands that no federal agency (including the SEC) or state agency has made or will make any finding or determination as to the fairness of an investment in the OP Units (including as to the value of the Consideration payable in OP Units in accordance with Section 1.2 hereof). (6) Contributor understands that there is no established public, private or other market for the OP Units Securities Act. In order to be acquired by Contributor hereunder and it an “accredited investor”, as such term is not anticipated that there will be any public, private or other market for such OP Units defined in the foreseeable future. (7) Contributor understands that Rule 144 501 of Regulation D promulgated under the Securities Act, you must be one of the following: (i) a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; (ii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) an insurance company as defined in Section 2(13) of the Securities Act; (iv) an investment company registered under the Investment Company Act of 1940, as amended; (v) a business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940, as amended; (vi) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended; (vii) a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of Five Million Dollars ($5,000,000.00); (viii) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of Five Million Dollars ($5,000,000.00) or, if a self-directed plan, with investment decisions made sole by persons that are accredited investors; (ix) a private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940, as amended; (x) an (a) organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, (b) corporation, (c) Massachusetts or similar business trust, (d) partnership, or (e) limited liability company, in each case not currently available formed for the specific purpose of acquiring LP Units of the Acquirer or shares of Hersha’s common stock, with respect to total assets in excess of Five Million Dollars ($5,000,000.00); (xi) a director or executive officer of Acquirer or Hersha; (xii) a natural person whose individual net worth, or joint net worth with his or her spouse, at the sale time of OP Unitshis or her acquisition of the LP Units exceeds One Million Dollars ($1,000,000.00); (xiii) a natural person who has an individual income in excess of Two Hundred Thousand Dollars ($200,000.00) in each of the two most recent years or joint income with that person’s spouse in excess of Three Hundred Thousand Dollars ($300,000.00) in each of those years and has a reasonable expectation of reaching the same income level in the current year; (xiv) a trust, with total assets in excess of Five Million Dollars ($5,000,000.00), not formed for the specific purpose of acquiring LP Units of the Acquirer or shares of Hersha’s common stock whose acquisition of LP Units of the Acquirer or shares of Hersha’s common stock is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D under the Securities Act; or (xv) an entity in which all of the equity owners are accredited investors.

Securities Law Matters. (1a) In deciding to engage in the transaction contemplated by this Agreement, including, if applicable, acquiring OP Units, neither Contributor nor any equity holder thereof is relying upon any representations made to it by the Operating Partnership, or any of its partners, officers, employees, or agents that The Contributors are not contained herein. Contributor is aware of the risks involved in investing in the OP Units and in the securities issuable upon redemption of such OP Units. Contributor is knowledgeable, sophisticated and experienced in business and financial matters matters; the Contributors have previously invested in securities similar to the LP Units and fully understands understand the limitations on transfer imposed by the federal securities laws and as described in this Agreement Agreement. The Contributors are able to bear the economic risk of holding the LP Units for an indefinite period and are able to afford the complete loss of its investment in the LP Units; the Contributors have received and reviewed all information and documents about or pertaining to Acquirer and Hersha, the business and prospects of Acquirer and Hersha and the PPM issuance of the LP Units as the Contributors deem necessary or desirable; and the Contributors have had the opportunity to review public filings made with the SEC pursuant to the Exchange Act related materials, including to Acquirer and Hersha; and the Partnership Agreement. Contributor has received Contributors have been given the PPM and related materials, including the Partnership Agreement, has reviewed all opportunity to obtain any additional information or documents and has had an opportunity to ask questions of, and to receive answers fromabout such information and documents, Acquirer, Hersha, the Operating Partnership business and prospects of Acquirer and Hersha and the REIT LP Units which the Contributors deem necessary or a person or persons authorized desirable to act on evaluate the merits and risks related to their behalf, concerning the terms and conditions of an investment in the OP LP Units and the financial condition, affairs, and business to conduct their own independent valuation of the Operating Partnership LP Units; and the REITContributors understand and have taken cognizance of all risk factors related to the purchase of the LP Units. Contributor confirms that all documentsThe Contributors were at no time presented with or solicited by any form of general solicitation or general advertising, recordsincluding, and information pertaining to its investment but not limited to, any advertisement, article, notice or other communication published in OP Units that any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been requested invited by Contributor have been made available any general solicitation or delivered to Contributor prior to the date hereof. (2) Contributor understands and acknowledges that (i) certain of the information contained in the PPM is incomplete or may be revised, amended or supplemented in the registration statement to be filed by the REIT with the SEC general advertising in connection with the IPO and (ii) the financial information included in the PPM has not been audited, but will be audited prior to the REIT’s filing acquisition of the registration statement LP Units contemplated hereby. The Contributors are sophisticated real estate investors. In acquiring the LP Units and engaging in this transaction, the Contributors are not relying upon any representations made to it by Acquirer or Hersha, or any of the officers, employees, or agents of Acquirer or Hersha not contained herein. The Contributors are relying upon their own independent analysis and assessment (including with the SECrespect to taxes), and the advice of such information could change upon auditContributors’ advisors (including tax advisors), and not upon that of Acquirer or Hersha or any such changes could be materialof Acquirer’s or Hersha’s advisors or affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated by this Agreement. The Contributors represent and warrant that they has reviewed and approved the form of the Acquirer’s Limited Partnership Agreement. (3b) Contributor and each equity holder thereof understands The Contributors understand that the offer and sale of OP LP Units have not been registered under the Securities Act or any state securities laws acts and are instead being offered and sold in reliance on an exemption from such registration requirements and that the Operating Partnership’s reliance on such exemption is predicated in part on the accuracy and completeness of the representations and warranties of Contributor contained hereinrequirements. The OP LP Units issuable to Contributor the Contributors are being acquired by Contributor solely for its the Contributors’ own accountaccounts, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and Contributor does not the Contributors have any no present intention to enter into any contract, undertaking, agreement, or arrangement with respect to any such resale. The Contributors understand that any certificates evidencing the LP Units will contain appropriate legends as required by the Acquirer’s Limited Partnership Agreement that reflect the non-negotiability of the certificate and that the LP Units represented by the certificate are governed by and are transferable only in accordance with the provisions of the Acquirer’s Limited Partnership Agreement. (4c) Each Contributor is able to bear an “accredited investor” as that term is defined in Rule 501 of Regulation D under the economic risk of holding the OP Units for an indefinite period and is able to afford the complete loss of its investment in the OP Units. (5) Contributor understands that no federal agency (including the SEC) or state agency has made or will make any finding or determination as to the fairness of an investment in the OP Units (including as to the value of the Consideration payable in OP Units in accordance with Section 1.2 hereof). (6) Contributor understands that there is no established public, private or other market for the OP Units Securities Act. In order to be acquired by Contributor hereunder and it an “accredited investor”, as such term is not anticipated that there will be any public, private or other market for such OP Units defined in the foreseeable future. (7) Contributor understands that Rule 144 501 of Regulation D promulgated under the Securities Act, you must be one of the following: (i) a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; (ii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) an insurance company as defined in Section 2(13) of the Securities Act; (iv) an investment company registered under the Investment Company Act of 1940, as amended; (v) a business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940, as amended; (vi) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended; (vii) a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of Five Million Dollars ($5,000,000.00); (viii) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of Five Million Dollars ($5,000,000.00) or, if a self-directed plan, with investment decisions made sole by persons that are accredited investors; (ix) a private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940, as amended; (x) an (a) organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, (b) corporation, (c) Massachusetts or similar business trust, (d) partnership, or (e) limited liability company, in each case not currently available formed for the specific purpose of acquiring LP Units of the Acquirer or shares of Hersha’s common stock, with respect to total assets in excess of Five Million Dollars ($5,000,000.00); (xi) a director or executive officer of Acquirer or Hersha; (xii) a natural person whose individual net worth, or joint net worth with his or her spouse, at the sale time of OP Unitshis or her acquisition of the LP Units exceeds One Million Dollars ($1,000,000.00); (xiii) a natural person who has an individual income in excess of Two Hundred Thousand Dollars ($200,000.00) in each of the two most recent years or joint income with that person’s spouse in excess of Three Hundred Thousand Dollars ($300,000.00) in each of those years and has a reasonable expectation of reaching the same income level in the current year; (xiv) a trust, with total assets in excess of Five Million Dollars ($5,000,000.00), not formed for the specific purpose of acquiring LP Units of the Acquirer or shares of Hersha’s common stock whose acquisition of LP Units of the Acquirer or shares of Hersha’s common stock is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D under the Securities Act; or (xv) an entity in which all of the equity owners are accredited investors.

Securities Law Matters. (1a) In deciding to engage in the transaction contemplated by this Agreement, including, if applicable, acquiring OP Units, neither Contributor nor any equity holder thereof is relying upon any representations made to it by the Operating Partnership, or any of its partners, officers, employees, or agents that The Contributors are not contained herein. Contributor is aware of the risks involved in investing in the OP Units and in the securities issuable upon redemption of such OP Units. Contributor is knowledgeable, sophisticated and experienced in business and financial matters matters; the Contributors have previously invested in securities similar to the LP Units and fully understands understand the limitations on transfer imposed by the federal securities laws and as described in this Agreement Agreement. The Contributors are able to bear the economic risk of holding the LP Units for an indefinite period and are able to afford the complete loss of its investment in the LP Units; the Contributors have received and reviewed all information and documents about or pertaining to Partnership Acquirer and Hersha, the business and prospects of Partnership Acquirer and Hersha and the PPM issuance of the LP Units as the Contributors deem necessary or desirable; and the Contributors have had the opportunity to review public filings made with the SEC pursuant to the Exchange Act related materials, including to Partnership Acquirer and Hersha; and the Partnership Agreement. Contributor has received Contributors have been given the PPM and related materials, including the Partnership Agreement, has reviewed all opportunity to obtain any additional information or documents and has had an opportunity to ask questions of, and to receive answers fromabout such information and documents, Partnership Acquirer, Hersha, the Operating business and prospects of Partnership Acquirer and Hersha and the REIT LP Units which the Contributors deem necessary or a person or persons authorized desirable to act on evaluate the merits and risks related to their behalf, concerning the terms and conditions of an investment in the OP LP Units and the financial condition, affairs, and business to conduct their own independent valuation of the Operating Partnership LP Units; and the REITContributors understand and have taken cognizance of all risk factors related to the purchase of the LP Units. Contributor confirms that all documentsThe Contributors were at no time presented with or solicited by any form of general solicitation or general advertising, recordsincluding, and information pertaining to its investment but not limited to, any advertisement, article, notice or other communication published in OP Units that any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been requested invited by Contributor have been made available any general solicitation or delivered to Contributor prior to the date hereof. (2) Contributor understands and acknowledges that (i) certain of the information contained in the PPM is incomplete or may be revised, amended or supplemented in the registration statement to be filed by the REIT with the SEC general advertising in connection with the IPO and (ii) the financial information included in the PPM has not been audited, but will be audited prior to the REIT’s filing acquisition of the registration statement LP Units contemplated hereby. The Contributors are sophisticated real estate investors. In acquiring the LP Units and engaging in this transaction, the Contributors are not relying upon any representations made to it by Acquirers or Hersha, or any of the officers, employees, or agents of Acquirers or Hersha not contained herein. The Contributors are relying upon their own independent analysis and assessment (including with the SECrespect to taxes), and the advice of such information could change upon auditContributors’ advisors (including tax advisors), and not upon that of Acquirers or Hersha or any such changes could be material.of Acquirers’ or Hersha’s advisors or affiliates, for purposes of evaluating, entering into, and consummating the transactions contemplated by this Agreement. The Contributors represent and warrant that they has reviewed and approved the form of the Partnership Acquirer’s Limited Partnership Agreement attached hereto as Exhibit K. (3b) Contributor and each equity holder thereof understands The Contributors understand that the offer and sale of OP LP Units have not been registered under the Securities Act or any state securities laws acts and are instead being offered and sold in reliance on an exemption from such registration requirements and that the Operating Partnership’s reliance on such exemption is predicated in part on the accuracy and completeness of the representations and warranties of Contributor contained hereinrequirements. The OP LP Units issuable to Contributor the Contributors are being acquired by Contributor solely for its the Contributors’ own accountaccounts, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and Contributor does not the Contributors have any no present intention to enter into any contract, undertaking, agreement, or arrangement with respect to any such resale. The Contributors understand that any certificates evidencing the LP Units will contain appropriate legends as required by the Partnership Acquirer’s Limited Partnership Agreement that reflect the non-negotiability of the certificate and that the LP Units represented by the certificate are governed by and are transferable only in accordance with the provisions of the Partnership Acquirer’s Limited Partnership Agreement. (4c) Each Contributor is able to bear an "accredited investor" as that term is defined in Rule 501 of Regulation D under the economic risk of holding the OP Units for an indefinite period and is able to afford the complete loss of its investment in the OP Units. (5) Contributor understands that no federal agency (including the SEC) or state agency has made or will make any finding or determination as to the fairness of an investment in the OP Units (including as to the value of the Consideration payable in OP Units in accordance with Section 1.2 hereof). (6) Contributor understands that there is no established public, private or other market for the OP Units Securities Act. In order to be acquired by Contributor hereunder and it an “accredited investor”, as such term is not anticipated that there will be any public, private or other market for such OP Units defined in the foreseeable future. (7) Contributor understands that Rule 144 501 of Regulation D promulgated under the Securities Act, you must be one of the following: (i) a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; (ii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (iii) an insurance company as defined in Section 2(13) of the Securities Act; (iv) an investment company registered under the Investment Company Act of 1940, as amended; (v) a business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940, as amended; (vi) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended; (vii) a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of Five Million Dollars ($5,000,000.00); (viii) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of Five Million Dollars ($5,000,000.00) or, if a self-directed plan, with investment decisions made sole by persons that are accredited investors; (ix) a private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940, as amended; (x) an (a) organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, (b) corporation, (c) Massachusetts or similar business trust, (d) partnership, or (e) limited liability company, in each case not currently available formed for the specific purpose of acquiring LP Units of the Acquirer or shares of Hersha’s common stock, with respect to total assets in excess of Five Million Dollars ($5,000,000.00); (xi) a director or executive officer of Acquirer or Hersha; (xii) a natural person whose individual net worth, or joint net worth with his or her spouse, at the sale time of OP Unitshis or her acquisition of the LP Units exceeds One Million Dollars ($1,000,000.00); (xiii) a natural person who has an individual income in excess of Two Hundred Thousand Dollars ($200,000.00) in each of the two most recent years or joint income with that person’s spouse in excess of Three Hundred Thousand Dollars ($300,000.00) in each of those years and has a reasonable expectation of reaching the same income level in the current year; (xiv) a trust, with total assets in excess of Five Million Dollars ($5,000,000.00), not formed for the specific purpose of acquiring LP Units of the Acquirer or shares of Hersha’s common stock whose acquisition of LP Units of the Acquirer or shares of Hersha’s common stock is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D under the Securities Act; or (xv) an entity in which all of the equity owners are accredited investors.

Securities Law Matters. (1i) In deciding to engage acquiring the Units or Common Stock and engaging in the transaction contemplated by this Agreement, including, if applicable, acquiring OP Unitstransaction, neither Contributor nor any equity holder officer, director or shareholder thereof is relying upon any representations made to it by the Operating PartnershipAcquirer, or any of its partners, officers, employees, or agents that are not contained herein. Contributor is aware of and understands the risks involved in investing in the OP Common Stock or in the Units and in the securities Common Stock issuable upon redemption of such OP Units. Contributor is knowledgeable, sophisticated and experienced in business and financial matters and fully understands the limitations on transfer imposed by the federal securities laws and as described in this Agreement and the PPM and related materials, including the Partnership Agreement. Contributor has received the PPM and related materials, including the Partnership Agreement, has reviewed all documents and has had an opportunity to ask questions of, and to receive answers from, the Operating Partnership Acquirer and the REIT or a person or persons authorized to act on their behalf, concerning the terms and conditions of an investment in the OP Units and the Common Stock and the financial condition, affairs, and business of the Operating Partnership Acquirer and the REIT. Contributor confirms that all documents, records, and information pertaining to its investment in OP Units Acquirer that have been requested by Contributor it, have been made available or delivered to Contributor prior to the date hereof. (2ii) Contributor understands and acknowledges that (i) certain none of the information contained in Common Stock, the PPM is incomplete Units or may be revised, amended or supplemented in the registration statement to be filed by the REIT with the SEC in connection with the IPO and (ii) the financial information included in the PPM has not been audited, but will be audited prior to the REIT’s filing Common Stock issuable upon redemption of the registration statement with the SEC, and such information could change upon audit, and any such changes could be material. (3) Contributor and each equity holder thereof understands that the offer and sale of OP Units have not been registered under the Securities Act or any state securities laws acts and are instead being offered and sold in reliance on an exemption from such registration requirements and that the Operating Partnership’s reliance on such exemption is predicated in part on the accuracy and completeness of the representations and warranties of Contributor contained hereinrequirements. The OP Units or Common Stock issuable to Contributor are being acquired by Contributor solely for its own account, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and Contributor does not have any present intention to enter into any contract, undertaking, agreement, or arrangement with respect to any such resale. (4) Contributor is able to bear the economic risk of holding the OP Units for an indefinite period and is able to afford the complete loss of its investment in the OP Units. (5) . Contributor understands that no federal agency (including any certificates representing the SEC) Units or state agency has made Common Stock will contain appropriate legends reflecting the requirement that such Units or will make any finding Common Stock not be resold by Contributor without registration under such laws or determination as to the fairness availability of an investment in the OP Units (including as to the value of the Consideration payable in OP Units in accordance with Section 1.2 hereof)exemption from such registration. (6) Contributor understands that there is no established public, private or other market for the OP Units to be acquired by Contributor hereunder and it is not anticipated that there will be any public, private or other market for such OP Units in the foreseeable future. (7) 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. (1i) In deciding to engage acquiring the Units or Common Stock and engaging in the transaction contemplated by this Agreement, including, if applicable, acquiring OP Unitstransaction, neither Contributor nor any equity holder member or shareholder thereof is relying upon any representations made to it by the Operating PartnershipAcquirer, or any of its partners, officers, employees, or agents that are not contained herein. Contributor is aware of and understands the risks involved in investing in the OP Common Stock or in the Units and in the securities Common Stock issuable upon redemption of such OP Units. Contributor is knowledgeable, sophisticated and experienced in business and financial matters and fully understands the limitations on transfer imposed by the federal securities laws and as described in this Agreement and the PPM and related materials, including the Partnership Agreement. Contributor has received the PPM and related materials, including the Partnership Agreement, has reviewed all documents and has had an opportunity to ask questions of, and to receive answers from, the Operating Partnership Acquirer and the REIT or a person or persons authorized to act on their behalf, concerning the terms and conditions of an investment in the OP Units and the Common Stock and the financial condition, affairs, and business of the Operating Partnership Acquirer and the REIT. Contributor confirms that all documents, records, and information pertaining to its investment in OP Units Acquirer that have been requested by Contributor it, have been made available or delivered to Contributor prior to the date hereof. (2ii) Contributor understands and acknowledges that (i) certain none of the information contained in Common Stock, the PPM is incomplete Units or may be revised, amended or supplemented in the registration statement to be filed by the REIT with the SEC in connection with the IPO and (ii) the financial information included in the PPM has not been audited, but will be audited prior to the REIT’s filing Common Stock issuable upon redemption of the registration statement with the SEC, and such information could change upon audit, and any such changes could be material. (3) Contributor and each equity holder thereof understands that the offer and sale of OP Units have not been registered under the Securities Act or any state securities laws acts and are instead being offered and sold in reliance on an exemption from such registration requirements and that the Operating Partnership’s reliance on such exemption is predicated in part on the accuracy and completeness of the representations and warranties of Contributor contained hereinrequirements. The OP Units or Common Stock issuable to Contributor are being acquired by Contributor solely for its own account, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and Contributor does not have any present intention to enter into any contract, undertaking, agreement, or arrangement with respect to any such resale. (4) Contributor is able to bear the economic risk of holding the OP Units for an indefinite period and is able to afford the complete loss of its investment in the OP Units. (5) . Contributor understands that no federal agency (including any certificates representing the SEC) Units or state agency has made the Common Stock will contain appropriate legends reflecting the requirement that such Units or will make any finding Common Stock not be resold by Contributor without registration under such laws or determination as to the fairness availability of an investment in the OP Units (including as to the value of the Consideration payable in OP Units in accordance with Section 1.2 hereof)exemption from such registration. (6) Contributor understands that there is no established public, private or other market for the OP Units to be acquired by Contributor hereunder and it is not anticipated that there will be any public, private or other market for such OP Units in the foreseeable future. (7) 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. (1) In deciding to engage in the transaction transactions contemplated by this Agreement, including, if applicable, acquiring OP UnitsCommon Stock, neither Contributor none of the Contributors nor any equity holder thereof is relying upon any representations made to it by the REIT or the Operating Partnership, or any of its their partners, officers, employees, or agents that are not contained herein. Contributor is The Contributors are aware of the risks involved in investing in the OP Units and in the securities issuable upon redemption of such OP UnitsCommon Stock. Contributor is The Contributors are knowledgeable, sophisticated and experienced in business and financial matters and fully understands the limitations on transfer imposed by the federal securities laws and as described in this Agreement and Agreement, the PPM Registration Statement, and related materials. The Contributors have reviewed all documents, including the Partnership Agreement. Contributor has received the PPM Registration Statement, and related materials, including the Partnership Agreement, has reviewed all documents and has have had an opportunity to ask questions of, and to receive answers from, the Operating Partnership and the REIT or a person or persons authorized to act on their behalf, concerning the terms and conditions of an investment in the OP Units Common Stock and the financial condition, affairs, and business of the Operating Partnership and the REIT. Each Contributor confirms that all documents, records, and information pertaining to its investment in OP Units Common Stock that have been requested by such Contributor have been made available or delivered to such Contributor prior to the date hereof. (2) Contributor understands and acknowledges that (i) certain of the information contained in the PPM is incomplete or may be revised, amended or supplemented in the registration statement to be filed by the REIT with the SEC in connection with the IPO and (ii) the financial information included in the PPM has not been audited, but will be audited prior to the REIT’s filing of the registration statement with the SEC, and such information could change upon audit, and any such changes could be material. (3) Contributor The Contributors and each equity holder thereof understands that the offer and sale of OP Units Common Stock have not been registered under the Securities Act or any state securities laws and are instead being offered and sold in reliance on an exemption from such registration requirements and that the Operating PartnershipREIT’s reliance on such exemption is predicated in part on the accuracy and completeness of the representations and warranties of Contributor the Contributors contained herein. The OP Units Common Stock issuable to Contributor the Contributors are being acquired by each Contributor solely for its own account, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and no Contributor does not have has any present intention to enter into any contract, undertaking, agreement, or arrangement with respect to any such resale. (43) Each Contributor is able to bear the economic risk of holding the OP Units Common Stock for an indefinite period and is able to afford the complete loss of its investment in the OP UnitsCommon Stock. (54) Contributor understands The Contributors understand that no federal agency (including the SEC) or state agency has made or will make any finding or determination as to the fairness of an investment in the OP Units Common Stock (including as to the value of the Consideration payable in OP Units Common Stock in accordance with Section 1.2 hereof). (6) Contributor understands that there is no established public, private or other market for the OP Units to be acquired by Contributor hereunder and it is not anticipated that there will be any public, private or other market for such OP Units in the foreseeable future. (7) 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. (1) In deciding to engage in the transaction contemplated by this Agreement, including, if applicable, acquiring OP Units, neither Contributor nor any equity holder thereof is relying upon any representations made to it by the Operating Partnership, or any of its partners, officers, employees, or agents that are not contained herein. Contributor is aware of the risks involved in investing in the OP Units and in the securities issuable upon redemption of such OP Units. Contributor is knowledgeable, sophisticated and experienced in business and financial matters and fully understands the limitations on transfer imposed by the federal securities laws and as described in this Agreement and the PPM and related materials, including the Partnership Agreement. Contributor has received the PPM and related materials, including the Partnership Agreement, has reviewed all documents and has had an opportunity to ask questions of, and to receive answers from, the Operating Partnership and the REIT or a person or persons authorized to act on their behalf, concerning the terms and conditions of an investment in the OP Units and the financial condition, affairs, and business of the Operating Partnership and the REIT. Contributor confirms that all documents, records, and information pertaining to its investment in OP Units that have been requested by Contributor have been made available or delivered to Contributor prior to the date hereof. (2) Contributor understands and acknowledges that (i) certain of the information contained in the PPM is incomplete or may be revised, amended or supplemented in the registration statement to be filed by the REIT with the SEC in connection with the IPO and (ii) the financial information included in the PPM has not been audited, but will be audited prior to the REIT’s filing of the registration statement with the SEC, and such financial information could change upon audit, and any such changes could be material. (3) Contributor and each equity holder thereof understands that the offer and sale of OP Units have not been registered under the Securities Act or any state securities laws and are instead being offered and sold in reliance on an exemption from such registration requirements and that the Operating Partnership’s reliance on such exemption is predicated in part on the accuracy and completeness of the representations and warranties of Contributor contained herein. The OP Units issuable to Contributor are being acquired by Contributor solely for its own account, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision, or fractionalization thereof, in violation of such laws, and Contributor does not have any present intention to enter into any contract, undertaking, agreement, or arrangement with respect to any such resale. (4) Contributor is able to bear the economic risk of holding the OP Units for an indefinite period of time and is able to afford the complete loss of its investment in the OP Units. (5) Contributor understands that no federal agency (including the SEC) or state agency has made or will make any finding or determination as to the fairness of an investment in the OP Units (including as to the value of the Consideration payable in OP Units in accordance with Section 1.2 hereof). (6) Contributor understands that there is no established public, private or other market for the OP Units to be acquired by Contributor hereunder and it is not anticipated that there will be any public, private or other market for such OP Units in the foreseeable future. (7) 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. (1) In deciding Buyer understands and acknowledges that the Purchased Interests, the Contributed Interests and the Retained Interests have not been registered or qualified under the federal or applicable state securities laws and the Purchased Interests are being sold to engage and purchased by Buyer, the Contributed Interests are being contributed to Buyer and the Retained Interests are being contributed to CC VIII in reliance upon applicable exemptions from such registration and qualification requirements. Buyer is an "accredited investor" within the transaction contemplated by this Agreement, including, if applicable, acquiring OP Units, neither Contributor nor any equity holder thereof is relying upon any representations made to it by the Operating Partnership, or any meaning of its partners, officers, employees, or agents that are not contained herein. Contributor is aware of the risks involved in investing in the OP Units and in the securities issuable upon redemption of such OP Units. Contributor is knowledgeable, sophisticated and experienced in business and financial matters and fully understands the limitations on transfer imposed by the federal securities laws and as described in this Agreement and the PPM and related materialsacknowledges it has been furnished with or afforded access to, including the Partnership Agreement. Contributor has received the PPM and related materials, including the Partnership Agreement, has reviewed all documents and has had an the opportunity to ask questions of, and to receive answers fromconcerning, the Operating Partnership and the REIT or a person or persons authorized to act on their behalf, concerning the terms and conditions of an investment in the OP Units and the financial condition, affairs, and business of the Operating Partnership and the REIT. Contributor confirms that all documents, records, and information pertaining to its investment in OP Units that have been requested by Contributor have been made available or delivered to Contributor prior to the date hereof. (2) Contributor understands Purchased Interests, the Contributed Interests and acknowledges that (i) certain of the information contained in the PPM is incomplete or may be revised, amended or supplemented in the registration statement to be filed by the REIT with the SEC in connection with the IPO and (ii) the financial information included in the PPM has not been audited, but will be audited prior to the REIT’s filing of the registration statement with the SEC, and such information could change upon audit, and any such changes could be material. (3) Contributor and each equity holder thereof understands that the offer and sale of OP Units have not been registered under the Securities Act or any state securities laws and are instead being offered and sold in reliance on an exemption from such registration requirements and that the Operating Partnership’s reliance on such exemption is predicated in part on the accuracy and completeness of the representations and warranties of Contributor contained hereinRetained Interests. The OP Units issuable to Contributor Purchased Interests, the Contributed Interests and the Retained Interests are being acquired by Contributor solely Buyer for its own account, for investment, investment only and are not being acquired with a view toto any public distribution thereof. Buyer understands that the Purchased Interests, the Contributed Interests and the Retained Interests are "restricted securities" within the meaning of the federal securities laws and agrees that it will not offer to sell or for resale in connection with, any distribution, subdivision, or fractionalization thereof, otherwise dispose of the Purchased Interests and the Contributed Interests in violation of such the registration and qualification requirements of the federal and applicable state securities laws. 10. Section 5.9(a) of the Purchase and Contribution Agreement is amended and restated in its entirety to read as follows: (a) Each Seller consents to the execution, delivery, and Contributor does not have any present intention to enter into any contract, undertaking, agreement, or arrangement with respect to any such resale. (4) Contributor is able to bear the economic risk performance of holding the OP Units for an indefinite period this Agreement by each Seller and is able to afford the complete loss of its investment in the OP Units. (5) Contributor understands that no federal agency (including the SEC) or state agency has made or will make any finding or determination as to the fairness taking by each Seller and the Partnership of an investment in the OP Units (including as to the value of the Consideration payable in OP Units in accordance with Section 1.2 hereof). (6) Contributor understands that there is no established public, private or other market for the OP Units all actions contemplated by this Agreement to be acquired taken by Contributor hereunder and it is not anticipated that there will be any publicsuch Person, private or other market for such OP Units in the foreseeable future. (7) Contributor understands that Rule 144 promulgated under the Securities Act is not currently available with respect to including the sale of OP Unitsthe Purchased Interests, the contribution of the Contributed Interests by each Seller to Buyer and the CC VIII Contribution. 11. Section 5.9 of the Purchase and Contribution Agreement is amended to add the following new subsection (g):