Common use of Successor Partners Clause in Contracts

Successor Partners. For purposes of this Exhibit B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income or Net Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. The undersigned hereby irrevocably (i) transfers [Class A][Class I] [Class T2] [Class T] OP Units in Xxxx Realty Operating Partnership, LP in accordance with the terms of the Third Amended and Restated Agreement of Limited Partnership of Xxxx Realty Operating Partnership, LP and the rights of Redemption referred to therein, (ii) surrenders such [Class A] [Class I] [Class T2] [Class T] OP Units and all right, title and interest therein, and (iii) directs that the cash (or, if applicable, REIT Shares of the corresponding Class of OP Units being redeemed) deliverable upon Redemption or exchange be delivered to the address specified below within ten (10) days of the receipt of this Notice of Redemption, and if applicable, that such REIT Shares of the corresponding Class of OP Units being redeemed be registered or placed in the name(s) and at the address(es) specified below. Dated: Name of Partner: (Signature of Partner) (Street Address) (City, State, Zip Code) Issue REIT Shares of the corresponding Class of OP Units being redeemed to: Please insert social security or identifying number: Name: No. UNITS Xxxx Realty Trust, Inc., as the General Partner of Xxxx Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), hereby certifies that is a Limited Partner of the Operating Partnership whose Partnership Interests therein, as set forth in the Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated September 30, 2020, as amended (the “Partnership Agreement”), under which the Operating Partnership is existing (copies of which are on file at the Operating Partnership’s principal office at 0000 Xxxx Xxxxxxx Xxxx., Suite 650, Tampa, Florida 33609), represent [Class A][Class I] [Class T2] [Class T] OP Units in the Operating Partnership. THE UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE PARTNERSHIP AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, THE UNITS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), 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 THE GENERAL PARTNER AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THIS CERTIFICATE EVIDENCES AN INTEREST IN THE OPERATING PARTNERSHIP AND SHALL BE A SECURITY GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OTHER APPLICABLE JURISDICTION. ARTICLE 1 DEFINED TERMS 1 Section 1.1 Definitions. 1 ARTICLE 2 ORGANIZATIONAL MATTERS 13 Section 2.1 Organization. 13 Section 2.2 Name. 13 Section 2.3 Registered Office and Agent; Principal Office. 13 Section 2.4 Power of Attorney. 13 Section 2.5 Term. 14 ARTICLE 3 PURPOSE 14 Section 3.1 Purpose and Business. 14 Section 3.2 Powers. 14

Successor Partners. For purposes of this Exhibit B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income or Income, Net Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. The undersigned hereby irrevocably (i) transfers [Class A][Class IDATE] [Class T2] [Class T] OP Units in Xxxx Realty Hospitality Investors Trust Operating Partnership, LP in accordance with the terms L.P. 405 Pxxx Xxxxxx Xxx Xxxx, XX 00000 Xxxxntion: Pxxx Xxxxxx Email: PXxxxxx@xx-xxxxxx.xxx Facsimile: (000) 000-0000 Re: [Insert Name of Class C Unit Holder] (“Investor”) Convertible Preferred Partnership Units, Class C (“Class C Units”) Ladies and Gentlemen: This Notice of Redemption is delivered pursuant to Section [_____]2 of the Third Amended and Restated Agreement of Limited Partnership of Xxxx Realty Hospitality Investors Trust Operating Partnership, LP L.P., dated as of [●], 2017 (the “A&R LPA”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the A&R LPA. Please be advised that Investor has elected to redeem [_____]3 of the outstanding Class C Units owned by Investor (the “Redeemed Units”) pursuant to the terms and conditions of Section [_____]4 of the A&R LPA. Such redemption will occur on [Insert Date] (the “Redemption Date”) and will be effected by the payment of $[_____] per Class C Unit (which includes an amount equal to the accrued but unpaid Class C Cash Distribution Amounts thereon for the then-current quarterly period to but excluding the Redemption Date) (the “Redemption Price”). From and after the Redemption Date, all Class C Cash Distribution Amounts on the Redeemed Units will cease to accrue, the Redeemed Units will be deemed to be no longer outstanding and all of the rights of Redemption referred the Holder with respect to thereinthe Redeemed Units (but, (ii) surrenders such [for the avoidance of doubt, not with respect to any Class A] [C Units remaining outstanding and held by the Holder or any other Holder of Class I] [Class T2] [Class T] OP Units and all rightC Units, title and interest therein, and (iii) directs that in accordance with the cash (or, if applicable, REIT Shares terms of the corresponding Class of OP Units being redeemedA&R LPA) deliverable upon shall cease. The Redemption or exchange be delivered to the address specified below within ten (10) days of the receipt of this Notice of Redemption, and if applicable, that such REIT Shares of the corresponding Class of OP Units being redeemed be registered or placed in the name(s) and at the address(es) specified below. Dated: Name of Partner: (Signature of Partner) (Street Address) (City, State, Zip Code) Issue REIT Shares of the corresponding Class of OP Units being redeemed to: Please insert social security or identifying number: Name: No. UNITS Xxxx Realty Trust, Inc., as the General Partner of Xxxx Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), hereby certifies that is a Limited Partner of the Operating Partnership whose Partnership Interests thereinPrice, as set forth in on Exhibit A attached hereto, will be paid on the Third Amended Redemption Date and Restated Agreement of Limited Partnership the Redeemed Units will be promptly cancelled by the Company after giving effect to the redemption of the Operating Partnership dated September 30Redeemed Units being redeemed hereby. If you have any questions, 2020please contact [Insert Name] at [Insert Phone Number/Email]. Sincerely, as amended ([Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC] [NAME] [TITLE] 1 To be used for redemptions by the “Partnership Agreement”Investor under Section 5.1(c), 16.5(a)(i), 16.5(a)(ii) or 16.5(a)(iv) of the A&R LPA. 2 Specify the section under which the Operating Partnership redemption is existing taking place: (copies of which are on file 1) Section 5.1(c): Redemption at the Operating Partnership’s principal office option of the holder upon a Fundamental Sale, (2) Section 16.5(a)(i): Redemption at 0000 Xxxx Xxxxxxx Xxxx.the option of the Holder after five years, Suite 650(3) Section 16.5(a)(ii): Redemption at the option of the holder upon a Material Breach or REIT Event, Tampa, Florida 33609), represent or (4) Section 16.5(a)(iv): Redemption at the option of the Holder upon a successful challenge to the Class C Rights. 3 Insert number of units to be redeemed. 4 See Footnote 1. [Insert Name of Class A][Class IC Unit Holder] Redemption Price [Insert Date] Number of Class T2] C Units held by [Insert Name of Class T] OP C Unit Holder]: ¨ Number of days of accrued but unpaid dividends in current quarterly period (if applicable): ¨ Liquidation Preference as of Redemption Date (if applicable): ¨ Class C Cash Distribution Amount paid with respect to such Class C Units in the Operating Partnership. THE UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE PARTNERSHIP AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME prior to Redemption date (A COPY OF WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, THE UNITS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED if applicable): ¨ Make Whole Premium (THE “ACT”), 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 THE GENERAL PARTNER AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THIS CERTIFICATE EVIDENCES AN INTEREST IN THE OPERATING PARTNERSHIP AND SHALL BE A SECURITY GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OTHER APPLICABLE JURISDICTION. ARTICLE 1 DEFINED TERMS 1 Section 1.1 Definitions. 1 ARTICLE 2 ORGANIZATIONAL MATTERS 13 Section 2.1 Organization. 13 Section 2.2 Name. 13 Section 2.3 Registered Office and Agent; Principal Office. 13 Section 2.4 Power of Attorney. 13 Section 2.5 Term. 14 ARTICLE 3 PURPOSE 14 Section 3.1 Purpose and Business. 14 Section 3.2 Powers. 14if applicable): ¨ Total Redemption Price: ¨

Successor Partners. For purposes of this Exhibit B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income or Income. Net Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. The undersigned hereby irrevocably (i) transfers [Class A][Class I] [Class T2] [Class T] 97 Exhibit C CERTIFICATE OF DESIGNATION OF THE CLASS B OP Units in Xxxx Realty UNITS OF MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P. MeriStar Hospitality Operating Partnership, LP in accordance with the terms of the Third Amended and Restated Agreement of Limited Partnership of Xxxx Realty Operating Partnership, LP and the rights of Redemption referred to therein, (ii) surrenders such [Class A] [Class I] [Class T2] [Class T] OP Units and all right, title and interest therein, and (iii) directs that the cash (or, if applicable, REIT Shares of the corresponding Class of OP Units being redeemed) deliverable upon Redemption or exchange be delivered to the address specified below within ten (10) days of the receipt of this Notice of Redemption, and if applicable, that such REIT Shares of the corresponding Class of OP Units being redeemed be registered or placed in the name(s) and at the address(es) specified below. Dated: Name of Partner: (Signature of Partner) (Street Address) (City, State, Zip Code) Issue REIT Shares of the corresponding Class of OP Units being redeemed to: Please insert social security or identifying number: Name: No. UNITS Xxxx Realty Trust, Inc., as the General Partner of Xxxx Realty Operating Partnership, LPL.P., a Delaware limited partnership (the “Operating "Partnership”"), does hereby certifies that is certify that, pursuant to the authority conferred on its general partner, MeriStar Hospitality Corporation, a Limited Partner of Maryland corporation (the Operating Partnership whose Partnership Interests therein, as set forth in "General Partner") by the Third Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated September 30, 2020Partnership, as amended from time to time (the “Partnership "Agreement”"), under which the Operating Partnership is existing (copies General Partner hereby adopts the following for the Partnership: "RESOLVED, that pursuant to the authority vested in this General Partner in accordance with Article 4 of which are on file at the Operating Agreement: 1. A series of Class B limited partnership interests of the Partnership’s principal office at 0000 Xxxx Xxxxxxx Xxxx., Suite 650, Tampa, Florida 33609), represent [to be known as Class A][Class I] [Class T2] [Class T] B OP Units be, and it hereby is, created, classified, authorized and the issuance thereof provided for, and that the designation and number of units, and relative rights, preferences and limitations thereof, shall be as set forth herein: 2. DESIGNATION, AMOUNT AND RIGHTS. (a) CLASS B OP UNITS. The units of this series of limited partnership interests shall be designated as "Class B OP Units," and the number of units of limited partnership interests constituting such series shall be that number of Class B OP Units issued pursuant to Section 4. 1, 4.2 and 4. 3. The number of Class B OP Units outstanding and the Percentage Interests in the Operating PartnershipPartnership represented by such Class B OP Units are set forth in Exhibit A of the Agreement, as such Exhibit may be amended from time to time. THE UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE PARTNERSHIP AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, THE UNITS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), 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 THE GENERAL PARTNER AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THIS CERTIFICATE EVIDENCES AN INTEREST IN THE OPERATING PARTNERSHIP AND SHALL BE A SECURITY GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OTHER APPLICABLE JURISDICTION. ARTICLE 1 DEFINED TERMS 1 Section 1.1 Definitions. 1 ARTICLE 2 ORGANIZATIONAL MATTERS 13 Except with respect to the payment of dividends as provided in Section 2.1 Organizationbelow, all holders of Class B OP Units shall have the identical rights, preferences and obligations as a holder of OP Units. 13 Section 2.2 NameThe ownership of Class B Units shall be evidenced by such form of certificate as the General Partner adopts from time to time unless the General Partner determines that the Class B OP Units shall be uncertificated securities. 13 Section 2.3 Registered Office and Agent; Principal Office. 13 Section 2.4 Power of Attorney. 13 Section 2.5 Term. 14 ARTICLE 3 PURPOSE 14 Section 3.1 Purpose and Business. 14 Section 3.2 Powers. 1498

Successor Partners. For purposes of this Exhibit B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income or Income, Net Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. The undersigned hereby irrevocably (i) transfers 96 EXHIBIT C [Class A][Class IINTENTIONALLY OMITTED] [Class T2] [Class T] OP Units in Xxxx 97 EXHIBIT D-1 Form of Lock-Up Agreement relating to Tower Realty Operating Partnership, LP in accordance with the terms of the Third Amended and Restated Agreement of Limited Partnership of Xxxx L.P. See attached copy 98 EXHIBIT D-1 FORM OF LOCK-UP AGREEMENT , 1997 ------------- Tower Realty Operating Partnership, LP and the rights of Redemption referred to thereinL.P. 120 Xxxx 00xx Xxxxxx, (ii) surrenders such [Class A] [Class I] [Class T2] [Class T] OP Units and all right00xx Xxxxx Xxx Xxxx, title and interest thereinXxx Xxxx 00000 Xxar Sirs, and (iii) directs that the cash (or, if applicable, REIT Shares of the corresponding Class of OP Units being redeemed) deliverable upon Redemption or exchange be delivered Reference is made to the address specified below within ten Contribution Agreement, dated _________, 1997 (10) days of the receipt of this Notice of Redemption"Contribution Agreement"), by and if applicable, that such REIT Shares of between the corresponding Class of OP Units being redeemed be registered or placed in the name(s) undersigned and at the address(es) specified below. Dated: Name of Partner: (Signature of Partner) (Street Address) (City, State, Zip Code) Issue REIT Shares of the corresponding Class of OP Units being redeemed to: Please insert social security or identifying number: Name: No. UNITS Xxxx Realty Trust, Inc., as the General Partner of Xxxx Tower Realty Operating Partnership, LPL.P., a Delaware limited partnership (the “"Operating Partnership”"), hereby certifies that is a Limited Partner of . Capitalized terms used but not otherwise defined in this letter agreement will have the Operating Partnership whose Partnership Interests therein, as meaning set forth in the Third Amended Contribution Agreement. In consideration of the execution and Restated exercise of the Contribution Agreement by the Operating Partnership, and for other good and valuable consideration, the receipt and sufficiency of Limited Partnership which is hereby acknowledged, the undersigned hereby irrevocably agrees that without the prior written consent of the Operating Partnership dated September 30Partnership, 2020the undersigned will not directly or indirectly sell, offer to sell, solicit an offer to buy, contract to sell, grant any option to purchase, or otherwise transfer or dispose (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition at any time in the future) of any units of limited partnership interest (the "OP Units") in the Operating Partnership, or any securities convertible into or exercisable or exchangeable for OP Units, beneficially owned by the undersigned as of the date hereof, for a period of twenty-four (24) months after the date hereof. Prior to the expiration of such period, the undersigned will not publicly announce or disclose any intention to do anything after the expiration of such period which the undersigned is prohibited, as amended (provided in the “Partnership Agreement”)preceding sentence, under which from doing during such period. The undersigned agrees that the provisions of this agreement shall also be binding upon the successors, assigns, heirs and personal representatives of the undersigned. In furtherance of the foregoing, the Operating Partnership is existing (copies hereby authorized to decline to make any transfer of which are on file at the Operating Partnership’s principal office at 0000 Xxxx Xxxxxxx Xxxx.securities if such transfer would constitute a violation or breach of this letter agreement. Very truly yours, Suite 650, Tampa, Florida 33609), represent [Class A][Class IINVESTOR] [Class T2] [Class T] OP Units in the Operating Partnership. THE UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE PARTNERSHIP AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, THE UNITS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), 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 THE GENERAL PARTNER AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THIS CERTIFICATE EVIDENCES AN INTEREST IN THE OPERATING PARTNERSHIP AND SHALL BE A SECURITY GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OTHER APPLICABLE JURISDICTION. ARTICLE 1 DEFINED TERMS 1 Section 1.1 Definitions. 1 ARTICLE 2 ORGANIZATIONAL MATTERS 13 Section 2.1 Organization. 13 Section 2.2 By: ------------------------------ Name. 13 Section 2.3 Registered Office and Agent; Principal Office. 13 Section 2.4 Power of Attorney. 13 Section 2.5 Term. 14 ARTICLE 3 PURPOSE 14 Section 3.1 Purpose and Business. 14 Section 3.2 Powers. 14: Title:

Successor Partners. For purposes of this Exhibit B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income or Income, Net Loss, Net Property Gain, Net Property Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. The undersigned hereby irrevocably (i) transfers [Class A][Class I] [Class T2] [Class T] OP Units in Xxxx Realty Xxxxxx Validus Operating PartnershipPartnership II, LP in accordance with the terms of the Third Amended and Restated Agreement of Limited Partnership of Xxxx Realty Xxxxxx Validus Operating PartnershipPartnership II, LP and the rights of Redemption referred to therein, (ii) surrenders such [Class A] [Class I] [Class T2] [Class T] OP Units and all right, title and interest therein, and (iii) directs that the cash (or, if applicable, REIT Shares of the corresponding Class of OP Units being redeemed) deliverable upon Redemption or exchange be delivered to the address specified below within ten (10) days of the receipt of this Notice of Redemption, and if applicable, that such REIT Shares of the corresponding Class of OP Units being redeemed be registered or placed in the name(s) and at the address(es) specified below. Dated: Name of Partner: (Signature of Partner) (Street Address) (City, State, Zip Code) Issue REIT Shares of the corresponding Class of OP Units being redeemed to: Please insert social security or identifying number: Name: No. UNITS Xxxx Realty TrustXxxxxx Validus Mission Critical REIT II, Inc., as the General Partner of Xxxx Realty Xxxxxx Validus Operating PartnershipPartnership II, LP, a Delaware limited partnership (the “Operating Partnership”), hereby certifies that is a Limited Partner of the Operating Partnership whose Partnership Interests therein, as set forth in the Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated September 30October 4, 20202019, as amended (the “Partnership Agreement”), under which the Operating Partnership is existing (copies of which are on file at the Operating Partnership’s principal office at 0000 Xxxx Xxxxxxx Xxxx., Suite 650, Tampa, Florida 33609), represent [Class A][Class I] [Class T2] [Class T] OP Units in the Operating Partnership. THE UNITS REPRESENTED BY THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE PARTNERSHIP AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, THE UNITS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), 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 THE GENERAL PARTNER AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THIS CERTIFICATE EVIDENCES AN INTEREST IN THE OPERATING PARTNERSHIP AND SHALL BE A SECURITY GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OTHER APPLICABLE JURISDICTION. ARTICLE 1 DEFINED TERMS 1 2 Section 1.1 Definitions. 1 2 ARTICLE 2 ORGANIZATIONAL MATTERS 13 18 Section 2.1 Organization. 13 18 Section 2.2 Name. 13 18 Section 2.3 Registered Office and Agent; Principal Office. 13 18 Section 2.4 Power of Attorney. 13 18 Section 2.5 Term. 14 19 ARTICLE 3 PURPOSE 14 19 Section 3.1 Purpose and Business. 14 19 Section 3.2 Powers. 1420 Section 3.3 Partnership only for Purposes Specified. 20 Section 3.4 Representations and Warranties by the Parties. 20 Section 3.5 Certain ERISA Matters. 22

Successor Partners. For purposes of this Exhibit B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income or Income, Net Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement. The undersigned hereby irrevocably (i) transfers [Class A][Class I] [Class T2] [Class T] FOR ALL INVESTORS: THE OP Units in Xxxx Realty Operating Partnership, LP in accordance with the terms of the Third Amended and Restated Agreement of Limited Partnership of Xxxx Realty Operating Partnership, LP and the rights of Redemption referred to therein, (ii) surrenders such [Class A] [Class I] [Class T2] [Class T] OP Units and all right, title and interest therein, and (iii) directs that the cash (or, if applicable, REIT Shares of the corresponding Class of OP Units being redeemed) deliverable upon Redemption or exchange be delivered to the address specified below within ten (10) days of the receipt of this Notice of Redemption, and if applicable, that such REIT Shares of the corresponding Class of OP Units being redeemed be registered or placed in the name(s) and at the address(es) specified below. Dated: Name of Partner: (Signature of Partner) (Street Address) (City, State, Zip Code) Issue REIT Shares of the corresponding Class of OP Units being redeemed to: Please insert social security or identifying number: Name: No. UNITS Xxxx Realty Trust, Inc., as the General Partner of Xxxx Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), hereby certifies that is a Limited Partner of the Operating Partnership whose Partnership Interests therein, as set forth in the Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated September 30, 2020, as amended (the “Partnership Agreement”), under which the Operating Partnership is existing (copies of which are on file at the Operating Partnership’s principal office at 0000 Xxxx Xxxxxxx Xxxx., Suite 650, Tampa, Florida 33609), represent [Class A][Class I] [Class T2] [Class T] OP Units in the Operating Partnership. THE UNITS REPRESENTED BY ISSUED UNDER THIS CERTIFICATE OR INSTRUMENT MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE PARTNERSHIP AGREEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH IS ON FILE WITH THE OPERATING PARTNERSHIP). EXCEPT AS OTHERWISE PROVIDED IN THE PARTNERSHIP AGREEMENT, THE UNITS EVIDENCED HEREBY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR REGISTERED OR QUALIFIED UNDER THE APPLICABLE STATE SECURITIES LAWS, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION AND QUALIFICATION PROVIDED IN THE SECURITIES LAWS OF ANY ACT AND THE APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, SOLD OR TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATIONAN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION OR REGISTRATION UNDER THE APPLICABLE STATE SECURITIES LAWS, UNLESS THE TRANSFEROR DELIVERS TO THE GENERAL PARTNER OR AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNERISSUER THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED. IN ADDITION, THE OP UNITS ISSUED UNDER THIS AGREEMENT MAY BE SOLD OR TRANSFERRED ONLY IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER SET FORTH HEREIN. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE OP UNITS OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE EFFECT THAT CONTRARY IS A CRIMINAL OFFENSE. THE PROPOSED SALE, TRANSFER OP UNITS OFFERED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR “BLUE SKY” LAWSEXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS CERTIFICATE EVIDENCES INVESTMENT FOR AN INTEREST IN INDEFINITE PERIOD OF TIME. FOR NEW YORK INVESTORS: THIS AGREEMENT HAS NOT BEEN REVIEWED BY THE OPERATING PARTNERSHIP ATTORNEY GENERAL PRIOR TO ITS ISSUANCE AND SHALL BE A SECURITY GOVERNED BY ARTICLE 8 USE. THE ATTORNEY GENERAL OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF DELAWARE AND, NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OTHER APPLICABLE JURISDICTION. ARTICLE 1 DEFINED TERMS 1 Section 1.1 Definitions. 1 ARTICLE 2 ORGANIZATIONAL MATTERS 13 Section 2.1 Organization. 13 Section 2.2 Name. 13 Section 2.3 Registered Office and Agent; Principal Office. 13 Section 2.4 Power of Attorney. 13 Section 2.5 Term. 14 ARTICLE 3 PURPOSE 14 Section 3.1 Purpose and Business. 14 Section 3.2 Powers. 14CONTRARY IS UNLAWFUL.