Securities Registration: Real Estate Company (s-11/a)

As filed with the Securities and Exchange Commission on July 21, 2015

Registration Statement No. 333-194106

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 8 TO

FORM S-11

FOR REGISTRATION
UNDER
THE SECURITIES ACT OF 1933
OF CERTAIN REAL ESTATE COMPANIES

ETRE REIT, LLC
(Exact name of registrant as specified in its governing instruments)

44 Wall Street

New York, New York 10005
Tel (212) 596-7225

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices)

Copies to:



Jay L. Bernstein, Esq. Per Chilstrom, Esq. Clifford Chance US LLP 31 West 52nd Street New York, New York 10019 Tel (212) 878-8000 Fax (212) 878-8375	Justin R. Salon, Esq. David P. Slotkin, Esq. Morrison & Foerster LLP 2000 Pennsylvania Ave N.W., Suite 6000 Washington, D.C. 20006 Tel (202) 887-1500 Fax (202) 785-7567

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer x	Smaller reporting company ¨

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933



Title of Securities Being Registered	Proposed Maximum Aggregate Offering Price⁽¹⁾⁽²⁾	Amount of Registration Fee⁽³⁾
Series A-1 common shares⁽²⁾⁽³⁾	$ 189,750,000	$ 22,796.42

(1) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

(2) Includes the offering price of Series A-1 common shares that may be purchased by the underwriters upon the exercise of their over-allotment option.

(3) Of this amount, $20,861.69 was previously paid in connection with this Registration Statement on April 24, 2015, February 24, 2014 and May 9, 2014. The additional registration fee payable in connection with the additional $16,650,000 aggregate initial offering price of securities registered hereunder, calculated pursuant to Rule 457(o) of the Securities Act of 1933, as amended, is $1,934.73, and is being paid contemporaneously with the filing of this Registration Statement

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, or SEC, acting pursuant to said Section 8(a), may determine.

Explanatory Note

ETRE REIT, LLC has prepared this Amendment No. 8 to the Registration Statement on Form S-11 (File No. 333-194106) solely for the purpose of (1) filing or refiling Exhibits 1.1, 3.2, 3.4, 4.2, 5.1, 8.1, 10.15, 23.1 and 23.2 to the Registration Statement and updating Item 36 of the Registration Statement and the Exhibit Index accordingly and (2) updating the Calculation of Registration Fee table set forth on the Registration Statement facing page based on a proposed offering of 11,500,000 shares (including up to 1,150,000 shares subject to the underwriters’ option to purchase additional shares) at $15.00 per share. This Amendment No. 8 does not modify any provision of the prospectus that forms part of the Registration Statement and accordingly such prospectus has not been included herein.

Item 31. Other expenses of issuance and distribution.

The following table shows the fees and expenses, other than underwriting discounts and commissions, to be paid by the A-1 Series in connection with the sale and distribution of the securities being registered hereby. All amounts except the SEC registration fee and the Financial Industry Regulatory Authority, Inc. ("FINRA") filing fee are estimated.




Securities and Exchange Commission registration fee....................................................................	$20,862
FINRA filing fee..............................................................................................................................	$26,465
NASDAQ listing fee.........................................................................................................................	$50,000
Legal fees and expenses (including Blue Sky fees)..........................................................................	$1,100,000
Accounting fees and expenses..........................................................................................................	$150,000
Printing and engraving expenses.......................................................................................................	$20,000
Transfer agent fees and expenses......................................................................................................	$5,000
Miscellaneous....................................................................................................................................	$197,673
Total...................................................................................................................................................	$1,570,000

Item 32. Sales to Special Parties.

None.

Item 33. Recent sales of unregistered securities.

Jesse Stein has purchased 100 Series A-1 common shares issued on February 13, 2014 for a purchase price of $1,000 in a private offering. Such issuance was exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and/or Regulation D thereunder.

Jesse Stein has purchased 100 Series A-2 common shares issued on February 25, 2014 for a purchase price of $1,000 in a private offering. Such issuance was exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and/or Regulation D thereunder.

We will sell 33,333 Series A-1 common shares to our Administrative Agent in a private placement concurrently with the completion of this offering at a price per share equal to the public offering price in the offering. Such issuance will be exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and/or Regulation D thereunder.

Item 34. Indemnification of directors and officers.

Pursuant to our operating agreement, we have agreed to indemnify ETRE Financial, LLC, the managing member of our company, and each of our directors and officers, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the company and counsel fees and disbursements on a solicitor and client basis) arising from the performance of any of their obligations or duties in connection with their service to us or the operating agreement, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such person may hereafter be made party by reason of being or having been the managing member or one of our directors or officers.

Prior to completion of this offering, we intend to enter into separate indemnification agreements with our directors and officers. Each indemnification agreement will provide, among other things, for indemnification to the fullest extent permitted by law and our operating agreement against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim. The indemnification agreements will provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to us if it is found that such indemnitee is not entitled to such indemnification under applicable law and our operating agreement.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

We maintain directors' and officers' liability insurance for our officers and directors.

Item 35. Treatment of proceeds from shares being registered.

None of the proceeds will be credited to an account other than the appropriate capital share account.

Item 36. Financial statements and exhibits.

(a)Financial Statements. See page F‑1 for an index of the financial statements that are being filed as part of this Registration Statement.

(b)Exhibits. The following is a complete list of exhibits filed as part of the registration statement, which are incorporated herein:



Exhibit number	Exhibit description
1.1	Form of Underwriting Agreement among ETRE REIT, LLC, on behalf of itself and Series A-1 of ETRE REIT, LLC, and the underwriters named therein
3.1**	Certificate of Formation of ETRE REIT, LLC
3.1.1**	Certificate of Amendment of ETRE REIT, LLC
3.2	Amended and Restated Limited Liability Company Agreement of ETRE REIT, LLC
3.3**	Bylaws of ETRE REIT, LLC
3.4	Amended and Restated Limited Partnership Agreement of ETRE Property A-1, L.P.
4.1**	Specimen Series A-1 Common Share Certificate of ETRE REIT, LLC
4.2	Form of Registration Rights Agreement by and among ETRE REIT, LLC, on behalf of itself and Series A-1 of ETRE REIT, LLC, and Lincoln Street Holdings, LLC
5.1	Opinion of Clifford Chance US LLP (including consent of such firm)
8.1	Tax Opinion of Clifford Chance US LLP (including consent of such firm)
10.1**	Administrative Services Agreement by and among Series A-1 of ETRE REIT, LLC, ETRE Property A-1, L.P. and ETRE Asset Management, LLC.
10.2**	Form of Indemnification Agreement among ETRE REIT, LLC and its proposed directors and officer
10.3**	Form of License Agreement
10.4**	Form of Asset Management Agreement by and between ETRE Property A-1, L.P. and FPG Lincoln Manager, LLC
10.5**	2015 Non-Management Director Compensation Plan
10.6**	Contribution Agreement dated March 27, 2015 among Series A-1 of ETRE REIT, LLC, Lincoln Street Holdings, LLC and Lincoln Street Mezz, LLC.
10.7**	Indenture of Lease between Lincoln Street Property Owner, LLC, as successor-in-interest landlord, and SSB Realty, LLC as tenant, dated May 9, 2001
10.8**	First Amendment to the Indenture of Lease between Lincoln Street Property Owner, LLC, as successor-in-interest landlord, and SSB Realty, LLC as tenant, dated as of August 15, 2003
10.9**	Second Amendment to the Indenture of Lease between Lincoln Street Property Owner, LLC, as successor-in-interest landlord, and SSB Realty, LLC as tenant, dated as of February 13, 2004
10.10**	Third Amendment to the Indenture of Lease between Lincoln Street Property Owner, LLC, as successor-in-interest landlord, and SSB Realty, LLC as tenant, dated as of December 22, 2004
10.11**	Guaranty between Lincoln Street Property Owner, LLC, as successor-in-interest landlord, SSB Realty, LLC as tenant, and State Street Corporation, as guarantor, dated as of May 9, 2001
10.12**	Loan and Security Agreement between Lincoln Street Property Owner, LLC, as Borrower, and Wachovia Bank, N.A and UBS Real Estate Investments, Inc., as Lenders, dated as of December 27, 2006
10.13**	Form of Indemnification Agreement by and among ETRE Property A-1, L.P., Margaret Kestenbaum and Joel Kestenbaum
10.14**	Form of Restricted Share Award Agreement
10.15	Form of Subscription Agreement by and among ETRE REIT, LLC, with respect to itself, ETRE REIT, LLC, with respect to SERIES A-1, a separate series thereof and ETRE Asset Management, LLC
21.1**	List of Subsidiaries of ETRE REIT, LLC
23.1	Consent of Clifford Chance US LLP (included in Exhibit 5.1)
23.2	Consent of Clifford Chance US LLP (included in Exhibit 8.1)
23.3**	Consent of Deloitte & Touche LLP
23.4**	Consent of Deloitte & Touche LLP
23.5**	Consent of Deloitte & Touche LLP
24.1**	Power of Attorney (included on signature page)
99.1**	Consent of Jay Anderson to be named as a proposed director
99.2**	Consent of Joseph Capezza to be named as a proposed director
99.3**	Consent of Mark Filanowski to be named as a proposed director
99.4**	Consent of John Gregorits to be named as a proposed director

** Previously filed.

Item 37. Undertakings.

(a)The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(b)Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (or the Securities Act), may be permitted to directors, officers or controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. If a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(c)The undersigned registrant hereby further undertakes that:

(1)For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)For the purpose of determining any liability under the Securities Act, each post‑effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑11 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 20, 2015.

ETRE REIT, LLC



By: /s/ Paul Frischer
Name:	Paul Frischer
Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.



Signatures		Date

By:/s/ Paul Frischer Paul Frischer	President, Chief Executive Officer and Director (Principal Executive Officer)	July 20, 2015
By:/s/ Darren Glickman Darren Glickman	Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)	July 20, 2015
By:* Jesse Stein	Director	July 20, 2015
By:* Scott Panzer	Director	July 20, 2015


*By:	/s/ Paul Frischer

Paul Frischer

Attorney-in-fact



Exhibit number	Exhibit description
1.1	Form of Underwriting Agreement among ETRE REIT, LLC, on behalf of itself and Series A-1 of ETRE REIT, LLC, and the underwriters named therein
3.1**	Certificate of Formation of ETRE REIT, LLC
3.1.1**	Certificate of Amendment of ETRE REIT, LLC
3.2	Amended and Restated Limited Liability Company Agreement of ETRE REIT, LLC
3.3**	Bylaws of ETRE REIT, LLC
3.4	Amended and Restated Limited Partnership Agreement of ETRE Property A-1, L.P.
4.1**	Specimen Series A-1 Common Share Certificate of ETRE REIT, LLC
4.2	Form of Registration Rights Agreement by and among ETRE REIT, LLC, on behalf of itself and Series A-1 of ETRE REIT, LLC, and Lincoln Street Holdings, LLC
5.1	Opinion of Clifford Chance US LLP (including consent of such firm)
8.1	Tax Opinion of Clifford Chance US LLP (including consent of such firm)
10.1**	Administrative Services Agreement by and among Series A-1 of ETRE REIT, LLC, ETRE Property A-1, L.P. and ETRE Asset Management, LLC.
10.2**	Form of Indemnification Agreement among ETRE REIT, LLC and its proposed directors and officer
10.3**	Form of License Agreement
10.4**	Form of Asset Management Agreement by and between ETRE Property A-1, L.P. and FPG Lincoln Manager, LLC
10.5**	2015 Non-Management Director Compensation Plan
10.6**	Contribution Agreement dated March 27, 2015 among Series A-1 of ETRE REIT, LLC, Lincoln Street Holdings, LLC and Lincoln Street Mezz, LLC.
10.7**	Indenture of Lease between Lincoln Street Property Owner, LLC, as successor-in-interest landlord, and SSB Realty, LLC as tenant, dated May 9, 2001
10.8**	First Amendment to the Indenture of Lease between Lincoln Street Property Owner, LLC, as successor-in-interest landlord, and SSB Realty, LLC as tenant, dated as of August 15, 2003
10.9**	Second Amendment to the Indenture of Lease between Lincoln Street Property Owner, LLC, as successor-in-interest landlord, and SSB Realty, LLC as tenant, dated as of February 13, 2004
10.10**	Third Amendment to the Indenture of Lease between Lincoln Street Property Owner, LLC, as successor-in-interest landlord, and SSB Realty, LLC as tenant, dated as of December 22, 2004
10.11**	Guaranty between Lincoln Street Property Owner, LLC, as successor-in-interest landlord, SSB Realty, LLC as tenant, and State Street Corporation, as guarantor, dated as of May 9, 2001
10.12**	Loan and Security Agreement between Lincoln Street Property Owner, LLC, as Borrower, and Wachovia Bank, N.A and UBS Real Estate Investments, Inc., as Lenders, dated as of December 27, 2006
10.13**	Form of Indemnification Agreement by and among ETRE Property A-1, L.P., Margaret Kestenbaum and Joel Kestenbaum
10.14**	Form of Restricted Share Award Agreement
10.15	Form of Subscription Agreement by and among ETRE REIT, LLC, with respect to itself, ETRE REIT, LLC, with respect to SERIES A-1, a separate series thereof and ETRE Asset Management, LLC
21.1**	List of Subsidiaries of ETRE REIT, LLC
23.1	Consent of Clifford Chance US LLP (included in Exhibit 5.1)
23.2	Consent of Clifford Chance US LLP (included in Exhibit 8.1)
23.3**	Consent of Deloitte & Touche LLP
23.4**	Consent of Deloitte & Touche LLP
23.5**	Consent of Deloitte & Touche LLP
24.1**	Power of Attorney (included on signature page)
99.1**	Consent of Jay Anderson to be named as a proposed director
99.2**	Consent of Joseph Capezza to be named as a proposed director
99.3**	Consent of Mark Filanowski to be named as a proposed director
99.4**	Consent of John Gregorits to be named as a proposed director

** Previously filed.

[ ] Shares

ETRE REIT, LLC, SERIES A-1

COMMON shares

FORM OF UNDERWRITING AGREEMENT

Sandler O'Neill & Partners, L.P.

As Representative of the Several Underwriters

c/o Sandler O'Neill & Partners, L.P.

1251 Avenue of the Americas

New York, NY 10020

Ladies and Gentlemen:

Each of ETRE REIT LLC, a Delaware series limited liability company (the “Company”), with respect to itself and to Series A-1, a separate series thereof (the “A-1 Series”), and ETRE Asset Management, LLC, a Delaware limited liability company (the “Administrative Agent”) and a wholly owned subsidiary of ETRE Financial, LLC, a Delaware limited liability company (the “Managing Member”), confirms its agreement with Sandler O'Neill & Partners, L.P. (“Sandler O’Neill”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 8 hereof), for whom Sandler O’Neill is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Series A-1 common shares of the Company (“Common Shares”) set forth in said Schedule A, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [ ] additional Common Shares to cover overallotments, if any. The [ ] Common Shares (the “Initial Securities”) to be purchased by the Underwriters and all or any part of the [ ] Common Shares subject to the option described in Section 2(b) hereof (the “Option Securities”) are hereinafter called, collectively, the “Securities.” The Common Shares represent limited liability company interests of the Company associated with the A-1 Series.

Prior to or substantially concurrently with the closing of the sale and purchase of the Initial Securities, (i) the A-1 Series will complete the acquisition of a 48.87% indirect interest in State Street Financial Center, also known as One Lincoln Street, located in Boston, Massachusetts (the “Property”), by acquiring 48.87% of the outstanding equity interests in Lincoln Street Mezz, LLC (the “Acquisition”) pursuant to the terms of a Contribution Agreement, dated as of March 26, 2015, by and among the A-1 Series, Lincoln Street Holdings, LLC and Lincoln Street Mezz, LLC (the “Contribution Agreement”); (ii) also under the terms of the Contribution Agreement, Lincoln Street Mezz, LLC will convert from a Delaware limited liability company to a Delaware limited partnership and be renamed ETRE Property A-1, LP (the “Property A-1 Subsidiary”); (iii) Lincoln Street Holdings, LLC (the “Limited A-1 Partner”) will retain an indirect 51.12% interest in the Property through a limited partnership interest in the Property A-1 Subsidiary; (iv) the A-1 Series, Lincoln Street Manager, LLC (in its capacity as a general partner of the Property A-1 Subsidiary, the “Fortis General A-1 Partner”) and the Limited A-1 Partner will enter into the Agreement of Limited Partnership of the Property A-1 Subsidiary (the “Partnership Agreement”) pursuant to which each of the A-1 Series (in its capacity as a general partner of the Property A-1 Subsidiary, the “REIT General A-1 Partner”) and the Fortis General A-1 Partner will be general partners; (v) the Company and the A-1 Series will grant registration rights to Lincoln Street Holdings, LLC and its permitted assignees in respect of the Common Shares issuable upon exchange of their units of limited partnership interest in the Property A-1 Subsidiary pursuant to a registration rights agreement (the “Registration Rights Agreement”); (vi) the A-1 Series and the Property A-1 Subsidiary will enter into an Administrative Services Agreement (the “Administrative Services Agreement”) with the Administrative Agent, pursuant to which the Administrative Agent will provide administrative and advisory services to the A-1 Series and the Property A-1 Subsidiary; (vi) the Property A-1 Subsidiary will engage FPG Lincoln Manager, LLC (the “Asset Manager”) as asset manager for the Property pursuant to an asset management agreement (the “Asset Management Agreement”); and (vii) the Company will enter into a license agreement (the “License Agreement”) with the Managing Member, pursuant to which the Managing Member will grant the Company the right to use the name “ETRE REIT, LLC”. The transactions referred to in the immediately preceding sentence are herein collectively referred to as the “Transactions”. The aforementioned agreements and instruments entered into or executed in connection with the Transactions are herein referred to collectively as the “Transaction Documents”.

The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered.

The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-11 (No. 333-194106), including the related preliminary prospectus or prospectuses, covering the registration of the Securities under the Securities Act of 1933, as amended (the “1933 Act”). Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) and paragraph (b) of Rule 424 (“Rule 424(b)”) of the 1933 Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information”. Each prospectus used before such registration statement became effective, and any prospectus that omitted the Rule 430A Information, that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus”. Such registration statement, including the amendments thereto, the exhibits and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement”. Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the “Rule 462(b) Registration Statement”, and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Securities is herein called the “Prospectus”. For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).

All references in this Agreement to financial statements and schedules and other information which is “contained”, “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be.

1.Representations and Warranties.

(a)Representations and Warranties by the Company and the A-1 Series. Each of the Company and the A-1 Series, jointly and severally, represents and warrants to each Underwriter as of the date hereof, as of the Applicable Time referred to in Section 1(a)(i) hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, and agrees with each Underwriter, as follows:

(i)Compliance with Registration Requirements. Each of the Registration Statement and any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act. Neither the Company nor the A-1 Series has received notice of any stop order issued under the 1933 Act suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement or any post-effective amendment thereto, and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company or the A-1 Series, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with.

At the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments thereto became effective and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), the Registration Statement, the Rule 462(b) Registration Statement and any amendments and supplements thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendments or supplements thereto (including any prospectus wrapper), at the time the Prospectus or any such amendment or supplement was issued and at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

As of the Applicable Time (as defined below), neither (x) the Issuer General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time, the Statutory Prospectus (as defined below) as of the Applicable Time and the information set forth on Schedule B hereto, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, nor (z) any individual Written Testing-the-Waters Communication included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

As used in this subsection and elsewhere in this Agreement:

“Applicable Time” means [ ] [am][pm] (Eastern time) on [ ], 2015 or such other time as agreed by the Company and the Representative.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus”, as defined in Rule 433 of the 1933 Act Regulations (“Rule 433”), relating to the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form required to be retained in the Company’s records pursuant to Rule 433(g).

“Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors (other than a Bona Fide Electronic Road Show (as defined below)), each of which is specified in Schedule C hereto.

“Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus, each of which is specified in Schedule D hereto.

“Statutory Prospectus” as of any time means the prospectus relating to the Securities that is included in the Registration Statement immediately prior to that time.

The Company has made available a “bona fide electronic road show”, as defined in Rule 433, in compliance with Rule 433(d)(8)(ii) (the “Bona Fide Electronic Road Show”) such that no filing of any “road show” (as defined in Rule 433(h)) is required in connection with the offering of the Securities.

Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities or until any earlier date that the Company notified or notifies the Representative as described in Section 3(a)(v), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified.

The representations and warranties in this Section 1(a)(i) shall not apply to statements in or omissions from the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein (that information being limited to that described in the last sentence of Section 6(b) hereof).

Each preliminary prospectus delivered to the Underwriters for use in connection with the sale of the Securities complied when filed with the Commission in all material respects with the 1933 Act Regulations, and each such preliminary prospectus was, and the Prospectus delivered to the Underwriters for use in connection with this offering will be, identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

At the time of filing the Registration Statement, any 462(b) Registration Statement and any post-effective amendments thereto and at the date hereof, the Company was not and is not an “ineligible issuer”, as defined in Rule 405 of the 1933 Act Regulations.

(ii)Independent Accountants. The accountants who certified the financial statements and supporting schedules included in the Registration Statement are independent public accountants with respect to the Company and the A-1 Series as required by the 1933 Act and the 1933 Act Regulations.

(iii)Financial Statements; Non-GAAP Financial Measures. The respective financial statements of the Company and the A-1 Series included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its consolidated subsidiaries or the A-1 Series and its consolidated subsidiaries, as applicable, at the dates indicated; said financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved and the supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The statement of revenue and certain operating expenses of the Property included in the Registration Statement, General Disclosure Package and the Prospectus present fairly in all material respects the information set forth therein and have been prepared in accordance with the applicable financial statement requirements of Rule 3-14 of Regulation S-X under the 1933 Act (“Regulation S-X”). The unaudited pro forma financial statements and the related notes thereto, and the other pro forma financial information, included in the Registration Statement, the General Disclosure Package and the Prospectus have been prepared in accordance in all material respects with the requirements of Regulation S-X, to the extent applicable, and the assumptions used in the preparation thereof are reasonable and provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, and the related adjustments used therein give appropriate effect to the transactions and circumstances referred to therein, and the pro forma columns in such financial statements reflect the proper application of these adjustments to the corresponding historical financial statement amounts. No other financial statements are required by the 1933 Act or the 1933 Act Regulations to be included in the Registration Statement, the Prospectus or the General Disclosure Package. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1933 Act and Item 10 of Regulation S-K under the 1933 Act, to the extent applicable.

(iv)No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition (financial or otherwise) or in the earnings, business affairs, assets or business prospects of the Company and its Subsidiaries (as defined below), including the Property, considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company, the A-1 Series or any Subsidiary (collectively, the “Transaction Entities”), other than those in the ordinary course of business, which are material with respect to the Transaction Entities, taken as a whole, and (C) there has been no dividend or distribution of any kind declared, paid or made by any of the Transaction Entities on any class of their respective capital stock.

(v)Good Standing. The Company has been duly formed and is validly existing as a series limited liability company in good standing under the laws of the State of Delaware, and has full power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign limited liability company to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Effect.

Each of the Property A-1 Subsidiary, Lincoln Street Property Owner, LLC (the “Property Owner”) and each “subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X) of the A-1 Series (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has been duly incorporated or formed, as applicable, and is validly existing as a corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its organization and has full power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus; and each Subsidiary is duly qualified as a foreign corporation, limited partnership or limited liability company, as applicable, to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Effect.

(vi)Capitalization. The authorized, issued and outstanding limited liability company interests of the Company associated with the A-1 Series is as set forth in the General Disclosure Package and the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or the 2015 Non-Management Director Compensation Plan (the “2015 Director Plan”) referred to in the General Disclosure Package and the Prospectus or pursuant to the exercise of convertible securities or options referred to in the General Disclosure Package and the Prospectus). The limited liability company interests of the Company have been duly authorized and validly issued and, to the extent applicable, are fully paid and nonassessable; and none of the outstanding limited liability company interests of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company. Except as disclosed in the General Disclosure Package and the Prospectus, no Common Shares are reserved for any purpose and there are no outstanding securities convertible into or exchangeable for Common Shares and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Common Shares or other securities of the Company.

(vii)Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by each of the Company, with respect to itself and the A-1 Series.

(viii)Authorization and Enforceability of the Transaction Documents. Each of the Transaction Documents has been duly authorized by the Company, with respect to itself or the A-1 Series to the extent a party thereto, as applicable, and, if a party thereto, the Property A-1 Subsidiary and the Property Owner, as applicable, and, at the Closing Time, will be duly executed and delivered by the Company, with respect to itself of the A-1 Series to the extent a party thereto, as applicable, and, if a party thereto, the Property A-1 Subsidiary and the Property Owner, as applicable, and will constitute a valid and binding agreement of the Company, with respect to itself or the A-1 Series to the extent a party thereto, as applicable, and, if a party thereto, the Property A-1 Subsidiary and the Property Owner, as applicable, enforceable in accordance with its terms, except to the extent limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity).

(ix)Authorization and Description of Securities. The Securities have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when the Securities have been issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, such Securities will be validly issued and, to the extent applicable, fully paid and nonassessable; the Common Shares conform to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus, and such description conforms to the rights set forth in the instruments defining the same; except as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus, no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. The certificates to be used to evidence title to Securities will be in substantially the form filed as an exhibit to the Registration Statement and will, on the Closing Time and each Date of Delivery (if any), be substantially in such form.

(x)Absence of Defaults and Conflicts. None of the Company or any Subsidiary is in violation of its Organizational Documents (as defined below) or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”), except for such violations or defaults that would not, individually or in the aggregate, result in a Material Adverse Effect; and the execution, delivery, performance or filing, as applicable, of this Agreement and the Transaction Documents and the consummation of the transactions contemplated herein and therein and in the Registration Statement (including the issuance and sale of the Securities by the Company), and compliance by the Company, the A-1 Series and the Subsidiaries with their respective obligations hereunder and thereunder, as applicable, has been duly authorized by all necessary limited liability company or limited partnership action, as applicable, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Company or any Subsidiary or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their assets, properties or operations, except, in the case of clause (ii) only, for any such violation that would not, individually or in the aggregate, result in a Material Adverse Effect. As used herein, “Organizational Documents” means (a) in the case of a corporation, its charter and by-laws; (b) in the case of a limited or general partnership, its partnership certificate, certificate of formation or similar organizational document and its partnership agreement; (c) in the case of a limited liability company, its articles of organization, certificate of formation or similar organizational documents and its operating agreement, limited liability company agreement, membership agreement or other similar agreement; (d) in the case of a trust, its certificate of trust, certificate of formation or similar organizational document and its trust agreement or other similar agreement; and (e) in the case of any other entity, the organizational and governing documents of such entity. As used herein, a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any Subsidiary.

(xi)Absence of Labor Dispute. No labor dispute exists involving any employee of the Company or any Subsidiary nor, to the knowledge of the Company and the A-1 Series, is any labor dispute imminent, which, in either case, would, individually or in the aggregate, result in a Material Adverse Effect.

(xii)Absence of Proceedings. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company and the A-1 Series, threatened, against or affecting the Company, the A-1 Series or any Subsidiary, which is required to be disclosed in the Registration Statement (other than as disclosed therein), or which would, if determined adversely to the Company, result, individually or in the aggregate, in a Material Adverse Effect, or would materially and adversely affect the properties or assets of the Transaction Entities or the consummation of the transactions contemplated in this Agreement, or the performance by the Company and the A-1 Series of their respective obligations hereunder.

(xiii)Accurate Disclosure. The statements in the General Disclosure Package and the Prospectus under the headings “Prospectus Summary-Our Administrative Services Agreement”, “Prospectus Summary-Board Flexibility and Shareholder Influence over Property Dispositions”, “Prospectus Summary-Conflicts of Interest”, “Prospectus Summary-REIT Qualification”, “Prospectus Summary-Restrictions on Ownership of Our Series A-1 Common Shares”, “Prospectus Summary-Implications of Being an Emerging Growth Company”, “Business and Property-The Asset Management Agreement and the Asset Manager”, “Business and Property-Operating and Regulatory Structure”, “Our Administrative Agent and the Administrative Services Agreement-Inter-Series Conflict Resolution Committee”, “Our Administrative Agent and the Administrative Services Agreement-Administrative Services Agreement”, “Our Administrative Agent and the Administrative Services Agreement-Administrative Services Fees and Expenses”, “Our Administrative Agent and the Administrative Services Agreement-License Agreement”, “ “Management-Executive and Director Compensation”, “Management-Inter-Series Relationship, Conflicts of Interest and Opportunity Allocation Policy”, “Management-2015 Non-Management Director Compensation Plan”, “Conflicts of Interest; Certain Relationships and Related Transactions-Conflicts of Interest”, “Conflicts of Interest; Certain Relationships and Related Transactions-Administrative Services Agreement”, “Conflicts of Interest; Certain Relationships and Related Transactions-ETRE License Agreement”, “Conflicts of Interest; Certain Relationships and Related Transactions-Contribution Agreement and Related Transactions”, “Conflicts of Interest; Certain Relationships and Related Transactions-Registration Rights Agreement”, “Conflicts of Interest; Certain Relationships and Related Transactions-Indemnification and Limitation of the Managing Member's, Directors' and Officers' Liability”, “Description of Series A-1 Common Shares”, “U.S. Federal Income Tax Considerations”, “ERISA Considerations” and “Underwriting”, insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings.

(xiv)Accuracy of Exhibits. There are no contracts or documents which are required to be described in the Registration Statement, the General Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described or filed as required.

(xv)No Finder’s Fee. Except for the Underwriters’ discounts and commissions payable by the Company to the Underwriters in connection with the offering of the Securities contemplated herein or as otherwise disclosed in the General Disclosure Package and the Prospectus, the Company has not incurred any liability for any brokerage commission, finder’s fees or similar payments in connection with the offering of the Securities contemplated hereby.

(xvi)Possession of Intellectual Property. After giving effect to the terms of the License Agreement, the Company, the A-1 Series and the Subsidiaries will own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to conduct their respective businesses as described in the Registration Statement, the General Disclosure Package and the Prospectus, and none of the Company, the A-1 Series or any Subsidiary has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, the A-1 Series or any Subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would, individually or in the aggregate, result in a Material Adverse Effect.

(xvii)Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Company and the A-1 Series of their respective obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or the Transaction Documents, except (i) such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws and (ii) such as may be required by the NASDAQ Capital Market (“Nasdaq”) or by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

(xviii)Absence of Manipulation. None of the Company, the A-1 Series or any of their respective affiliates has taken, or will take, directly or indirectly, any action designed to or that has constituted or that would be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(xix)Possession of Licenses and Permits. The Company, the A-1 Series and the Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business proposed in the General Disclosure Package and the Prospectus to be conducted by them, except where the failure so to possess would not, individually or in the aggregate, result in a Material Adverse Effect; the Company, the A-1 Series and the Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, individually or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, individually or in the aggregate, result in a Material Adverse Effect; and none of the Company, the A-1 Series or any Subsidiary has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would, individually or in the aggregate, result in a Material Adverse Effect.

(xx)Property; Related Matters. Upon consummation of the Acquisition, the Property Owner will hold good and marketable title to the Property described in the General Disclosure Package and the Prospectus to be owned by it and the improvements (exclusive of improvements owned by tenants, if applicable) located thereon, and the Property will be free and clear of all mortgages, deeds of trust, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and the Prospectus or (b) do not, singly or in the aggregate, materially affect the value of the Property and do not materially interfere with the use made and proposed to be made of the Property by the A-1 Series or any of the Subsidiaries; and no third party, including any tenant at the Property, has any option or right of first refusal to purchase the Property or any portion thereof or interest therein, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or as would not, individually or in the aggregate, result in a Material Adverse Effect.

Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor the A-1 Series knows of any violation of any municipal, state, federal or homeowners’ association law, rule or regulation concerning the Property, except as would not, individually or in the aggregate, result in a Material Adverse Effect; except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Property complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants, except where the failure to comply would not, individually or in the aggregate, result in a Material Adverse Effect; none of the Company, the A-1 Series or any of the Subsidiaries has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Property, and none of the Company, the A-1 Series or any of the Subsidiaries has received written notice of any such threatened condemnation or zoning change, that, in either case, if consummated, would, individually or in the aggregate, have a Material Adverse Effect.

Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, no mortgages encumbering the Property is or will be: (i) convertible (in the absence of foreclosure) into an equity interest in the Property A-1 Subsidiary or in the Company, the A-1 Series or any of the Subsidiaries; (ii) cross-defaulted to any indebtedness other than indebtedness of the Company, the A-1 Series or any of the Subsidiaries; or (iii) cross-collateralized to any property or assets not owned directly or indirectly by the Company or any of the Subsidiaries.

To the knowledge of the Company and the A-1 Series, water, stormwater, sanitary sewer, electricity and telephone service are all available at the property lines of the Property over duly dedicated streets or perpetual easements of record benefiting the Property, except as would not, individually or in the aggregate, result in a Material Adverse Effect.

(xxi)Leases. The two leases (the “Leases”) by and between State Street Corporation (the “Tenant”) and Lincoln Street Property Owner, LLC and the sublease (the “Sublease”) between the Tenant and K&L Gates LLP (the “Subtenant”) are the only leases related to the Property, and each of the Leases and the Sublease are, and upon consummation of the Acquisition will be, in full force and effect upon consummation of the Acquisition, and neither the Company nor any Subsidiary has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the A-1 Series or any Subsidiary under any of the Leases or the Sublease. To the knowledge of the Company and the A-1 Series, neither the Tenant nor the Subtenant is the subject of bankruptcy, reorganization or similar proceedings. To the knowledge of the Company and the A-1 Series, except as set forth in or described in the Registration Statement, the General Disclosure Package and the Prospectus or reflected in the pro forma financial statements, and, with respect to (A) through (E) below, except as could not, individually or in the aggregate, have a Material Adverse Effect: (A) Neither the Tenant nor the Subtenant has asserted in writing any defense or set-off against the payment of rent in connection with any lease nor has any tenant contested any tax, operating cost or other escalation payment or occupancy charge, or any other amounts payable under the Leases or the Sublease; (B) the Tenant, the Subtenant and all licensees, franchisees or other parties under the Leases or the Sublease or exhibit, schedule, amendment or other document related to the Leases or the Sublease are in possession of their respective premises; (C) neither the Leases nor the Sublease has been assigned, mortgaged, pledged, sublet, hypothecated or otherwise encumbered, except in connection with secured debt described in the Registration Statement, the General Disclosure Package and the Prospectus; (D) none of the Transaction Entities has waived any material provision under any of the Leases or the Sublease; (E) there are no uncured events of default, or events that with the giving of notice or passage of time, or both, would constitute an event of default, by any tenant under any of the terms and provisions of the Leases or the Sublease.

(xxii)Investment Company Act. The Company is not required, and upon the consummation of the Transactions and the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the General Disclosure Package and the Prospectus, the Company will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

(xxiii)Investment Advisers Act. The Company is not required to register as an investment adviser with the Commission under the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”) and is not required to register as a broker-dealer with the Commission under the Exchange Act.

(xxiv)Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, none of the Company, the A-1 Series or any Subsidiary is aware of any of the following that would be expected to have a Material Adverse Effect: (A) violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law relating to the Property and (C) events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Property relating to Hazardous Materials or any Environmental Laws.

(xxv)Registration Rights. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no persons with registration rights or other similar rights to have the offer and sale of any securities registered pursuant to the Registration Statement or otherwise registered by the Company under the 1933 Act.

(xxvi)Accounting Controls and Disclosure Controls. The Company and the Subsidiaries (i) have taken all necessary actions to ensure that, within the time period required, the Company and the Subsidiaries will maintain effective internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 under the rules and regulations of the Commission (the “1934 Act Regulations”) under the 1934 Act Securities Exchange Act of 1934 Act, as amended (the “1934 Act”)) and (ii) currently maintain a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the Company’s inception, there has been no material weakness in the Company’s internal control over financial reporting (whether or not remediated). The Company’s auditors and the Audit Committee of the Board of Directors of the Company, or if no such Audit Committee currently exists, the full Board of Directors of the Company, have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company and its subsidiaries have established a system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the 1934 Act Regulations) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

(xxvii)Compliance with the Sarbanes-Oxley Act. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance in all material respects with all provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and all rules and regulations promulgated thereunder or implementing the provisions thereof that are then in effect and which the Company is required to comply with as of the effectiveness of the Registration Statement.

(xxviii) Payment of Taxes. All United States federal income tax returns of the Transaction Entities required by law to be filed have been filed in a timely manner, and all such tax returns are correct and complete in all material respects, and all taxes shown by such returns or otherwise due and payable have been paid, except taxes and assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided. The Transaction Entities have filed in a timely manner all tax returns that are required to have been filed by them pursuant to applicable foreign, state, local or other law, and all such tax returns are correct and complete in all material respects, except insofar as the failure to file such returns would not, individually or in the aggregate, result in a Material Adverse Effect, and the Transaction Entities have paid all material taxes due, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided. No tax deficiency has been asserted in writing against the Transaction Entities, nor does any such entity know of any tax deficiency that is likely to be asserted and, if determined adversely to any such entity, would have, individually or in the aggregate, a Material Adverse Effect.

(xxix)Insurance. As of the Closing Time, the Transaction Entities will be entitled to the benefits of insurance with financially sound and reputable insurers, in such amounts and covering such risks as are customary in the business in which they are engaged, and all such insurance will be in full force and effect. Neither the Company nor the A-1 Series has any reason to believe that any Subsidiary will not be able to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct their respective businesses as now conducted and at a cost that would not, individually or in the aggregate, result in a Material Adverse Effect. None of the Transaction Entities has been denied any insurance coverage which it has sought or for which it has applied. Without limiting the generality of the foregoing, each of the Transaction Entities carries or is entitled to the benefits of title insurance on the fee interests or leasehold interests (in the case of a ground lease interest) with respect to the Property with financially sound and reputable insurers, in an amount not less than such entity’s cost for the real property comprising the Property, insuring that such party is vested with good and insurable fee or leasehold title, as the case may be, to the Property.

(xxx)Statistical and Market-Related Data. All statistical and market-related data included in the Registration Statement, the General Disclosure Package and the Prospectus conform in all material respects to and are based on or derived from sources that the Company and the A-1 Series believe to be reliable and accurate in all material respects.

(xxxi)Foreign Corrupt Practices Act. None of the Company, the A-1 Series or any Subsidiary or, to the knowledge of the Company and the A-1 Series, any director, officer, agent, employee or affiliate of the Company, the A-1 Series or any Subsidiary has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, and the Company, the A-1 Series and the Subsidiaries and, to the knowledge of the Company and the A-1 Series, their respective affiliates have conducted their businesses in compliance with the FCPA.

(xxxii)Money Laundering Laws. The operations of the Company, the A-1 Series and the Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or the A-1 Series with respect to the Money Laundering Laws is pending or, to the knowledge of the Company and the A-1 Series, threatened.

(xxxiii) OFAC. None the Company, the A-1 Series or any Subsidiary or, to the knowledge of the Company and the A-1 Series, any director, officer, agent, employee or affiliate of the Company, the A-1 Series or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and neither the Company nor the A-1 Series will directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(xxxiv)Prior Sales of Common Shares. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has not sold, issued or distributed any shares of Common Shares or equity interests convertible into, or exercisable or exchangeable for, Common Shares.

(xxxv)Real Estate Investment Trust. Commencing with its taxable year ending December 31, 2015, the A-1 Series has been organized and operated in conformity with the requirements for qualification and taxation as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), and the A-1 Series’ current and proposed method of operation will enable it to meet the requirements for qualification and taxation as a REIT under the Code. All statements regarding the A-1 Series’ qualification and taxation as a REIT and descriptions of the A-1 Series’ organization and proposed methods of operation set forth in the Registration Statement, the General Disclosure Package and the Prospectus are true, complete and correct in all material respects.

(xxxvi) Approval of Listing. The Securities have been approved for listing on Nasdaq, subject to notice of issuance.

(xxxvii)No Equity Awards. Except for grants which are subject to consummation of the offering or are otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has not granted to any person or entity a stock option or other equity-based award to purchase common shares of the Company, pursuant to an equity-based compensation plan or otherwise.

(xxxviii)Absence of Certain Relationships. No relationship, direct or indirect, exists between or among the Company, on the one hand, and the directors, officers or shareholders of the Company, on the other hand, which is required by the rules of FINRA to be described in the Registration Statement, the General Disclosure Package or the Prospectus which is not so described.

(xxxix) No Restrictions on Distributions. Except pursuant to the terms of the indebtedness described in or contemplated by the Registration Statement, the General Disclosure Package and the Prospectus, (i) the Company is not prohibited, directly or indirectly, from making any distributions to its shareholders and (ii) no Subsidiary is currently prohibited from paying any dividends or distributions directly or indirectly to the Company, from making any other distribution on such Subsidiary’s capital stock or other equity interests, from repaying, directly or indirectly, to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets directly or indirectly to the Company or any other Subsidiary.

(xl)Emerging Growth Company. From the time of initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication (as defined below)) through the date hereof, the Company has been and is an “emerging growth company”, as defined in Section 2(a) of the 1933 Act (an “Emerging Growth Company”). “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the 1933 Act.

(xli)Testing-the-Waters Communications. Neither the Company nor the A-1 Series has (i) engaged in any Testing-the-Waters Communication or (ii) authorized anyone to engage in Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications (as defined below). “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a “written communication” within the meaning of Rule 405 under the Securities Act.

(xlii)No Ratings. No “nationally recognized statistical rating organization”, as such term is defined in Section 3(a)(62) of the 1934 Act, has issued any rating as to any securities of, associated with or guaranteed by the Company, the A-1 Series or any Subsidiary.

(xliii)Asset Manager. The Asset Manager has the requisite experience and expertise to perform its obligations under the Asset Management Agreement, and the Company has confirmed the fitness of the Asset Manager for such obligations through its independent investigation.

(xliv)Equity Compensation Plan. The adoption and performance by the Company of the 2015 Director Plan, as described in the Registration Statement, the General Disclosure Package and the Prospectus, will not violate any applicable law, statute, rule or regulation applicable to the Company or any Subsidiary.

(b)Representations and Warranties by the Administrative Agent. The Administrative Agent represents and warrants to each Underwriter, as of the date hereof, as of the Applicable Time, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof and agrees with each Underwriter, as follows:

(i)Accurate Disclosure. The information regarding the Administrative Agent in the sections entitled “Prospectus Summary-Our Administrative Services Agreement”, “Prospectus Summary-Conflicts of Interest”, “Our Administrative Agent and the Administrative Services Agreement-Inter-Series Conflict Resolution Committee”, “Our Administrative Agent and the Administrative Services Agreement-Administrative Services Agreement”, “Our Administrative Agent and the Administrative Services Agreement-Administrative Services Fees and Expenses”, “Our Administrative Agent and the Administrative Services Agreement-License Agreement”, “Management-Executive and Director Compensation”, “Management-Inter-Series Relationship, Conflicts of Interest and Opportunity Allocation Policy”, “Conflicts of Interest; Certain Relationships and Related Transactions-Conflicts of Interest”, “Conflicts of Interest; Certain Relationships and Related Transactions-Administrative Services Agreement”, “Conflicts of Interest; Certain Relationships and Related Transactions-ETRE License Agreement”, in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Administrative Agent Package”) is true and correct in all material respects.

(ii)Good Standing of the Administrative Agent. The Administrative Agent has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and has full power and authority to own, lease and operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the Administrative Agent is duly qualified as a foreign limited liability company to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Effect.

(iii)Absence of Defaults and Conflicts. The Administrative Agent is not in violation of its Organizational Documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Administrative Agent is a party or by which it may be bound, or to which any of the property or assets of the Administrative Agent is subject (collectively, “Administrative Agent’s Agreements and Instruments”), except for such violations or defaults that would not, individually or in the aggregate, result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement and the Administrative Services Agreement by the Administrative Agent and compliance by the Administrative Agent with its obligations hereunder and thereunder have been duly authorized by all necessary action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Administrative Agent pursuant to, the Administrative Agent’s Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of (i) the provisions of the Organizational Documents of the Administrative Agent or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Administrative Agent or any of its assets, properties or operations, except, in the case of clause (ii) only, for any such violation that would not, individually or in the aggregate, result in a Material Adverse Effect.

(iv)Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Administrative Agent.

(v)Authorization and Enforceability of Administrative Services Agreement. The Administrative Services Agreement has been duly authorized by the Administrative Agent and, at the Closing Time, will be duly executed and delivered by the Administrative Agent and will constitute a valid and binding agreement of the Administrative Agent enforceable in accordance with its terms, except to the extent limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity).

(vi)Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Administrative Agent of its obligations under this Agreement or the Administrative Services Agreement except such as have been already obtained or as may be required under the 1933 Act or the 1933 Act Regulations or state securities laws or as may be required by FINRA.

(vii)Possession of Licenses and Permits. The Administrative Agent possesses such Governmental Licenses issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business of the Administrative Agent with respect to the Company now conducted or proposed in the General Disclosure Package and the Prospectus to be conducted by it, except where the failure so to possess would not, individually or in the aggregate, result in a Material Adverse Effect; the Administrative Agent is in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, individually or in the aggregate, result in a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, individually or in the aggregate, result in a Material Adverse Effect; and the Administrative Agent has not received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

(viii)Employment; Non-Competition; Nondisclosure. The Administrative Agent has not been notified that any of its executive officers or key employees named in the General Disclosure Package (each, a “Company-Focused Professional”) plans to terminate his or her employment with the Administrative Agent. Neither the Administrative Agent nor, to the knowledge of the Administrative Agent, any Company-Focused Professional is subject to any non-compete, non-disclosure, confidentiality, employment, consulting or similar agreement that would be violated by the present or proposed business activities of the Company or the Administrative Agent as described in the Registration Statement, the General Disclosure Package and the Prospectus.

(ix)Absence of Manipulation. The Administrative Agent has not taken, and will not take, directly or indirectly, any action designed to or that has constituted or that would be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

(x)Absence of Proceedings. There are no pending actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) now pending, or, to the knowledge of the Administrative Agent, threatened against or affecting the Administrative Agent that, if determined adversely to the Administrative Agent, would, individually or in the aggregate, have a Material Adverse Effect.

(xi)Access to Resources. The Administrative Agent will have access to the personnel and other resources of the Managing Member necessary for the performance of the duties of the Administrative Agent set forth in the Administrative Services Agreement and as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus.

(xii)Investment Advisers Act. The Administrative Agent is not prohibited by the Investment Advisers Act of 1940, as amended, or the rules and regulations thereunder, from performing its obligations under the Administrative Services Agreement as described in the Registration Statement, the General Disclosure Package and the Prospectus.

(xiii)Internal Controls. The Administrative Agent intends to operate under the Company’s system of internal accounting controls in order to provide reasonable assurances that (A) transactions effectuated by it on behalf of the Company pursuant to its duties set forth in the Administrative Services Agreement will be executed in accordance with management’s general or specific authorization; and (B) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization.

(xiv)Testing-the-Waters Communications. The Administrative Agent has not (i) engaged in any Testing-the-Waters Communication; (ii) authorized anyone to engage in Testing-the-Waters Communications; or (iii) distributed any Written Testing-the-Waters Communications.

(c)Officer’s Certificates. Any certificate signed by any officer of the Company, the A-1 Series or the Administrative Agent delivered to the Representative or to counsel for the Underwriters shall be deemed a representation and warranty by the Company, the A-1 Series or the Administrative Agent, as applicable, to each Underwriter as to the matters covered thereby.

2.Sale and Delivery to Underwriters; Closing.

(a)Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth in Schedule A, the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof.

(b)Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ] shares of Common Shares at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representative in their discretion shall make to eliminate any sales or purchases of fractional shares.

(c)Payment. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Morrison & Foerster LLP, 2000 Pennsylvania Avenue, NW, Washington, D.C. 20006, or at such other place as shall be agreed upon by the Representative and the Company, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 8 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery being herein called “Closing Time”).

In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative and the Company, on each Date of Delivery as specified in the notice from the Representative to the Company.

Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representative, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

(d)Denominations; Registration. The Initial Securities and the Option Securities, if any, shall be in such denominations and registered in such names as the Representative may request in writing at least one full business day before the Closing Time or the relevant Date of Delivery, as the case may be. The certificates, if any, for the Initial Securities and the Option Securities, if any, will be made available for examination and packaging by the Representative in The City of New York not later than 10:00 A.M. (Eastern time) on the business day prior to the Closing Time or the relevant Date of Delivery, as the case may be.

3.Covenants of the Company, the A-1 Series and the Administrative Agent.

(a)Covenants of the Company and the A-1 Series. Each of the Company and the A-1 Series, jointly and severally, covenants with each Underwriter as follows:

(i)Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(a)(ii), will comply with the requirements of Rule 430A and will notify the Representative immediately, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective, or any supplement to the Prospectus or any amended Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will effect the filings required under Rule 424(b) in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)) and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission, and, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, make every reasonable effort to obtain the lifting thereof as soon as possible.

(ii)Filing of Amendments and 1934 Act Documents. The Company will give the Representative notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b)) or any amendment, supplement or revision to either the prospectus included in the Registration Statement at the time it became effective or to the Prospectus, and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representative or counsel for the Underwriters shall object. The Company will give the Representative notice of its intention to make any filings pursuant to the 1934 Act or the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”) from the execution of this Agreement to the Closing Time and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representative or counsel for the Underwriters shall object.

(iii)Delivery of Registration Statements. The Company has furnished or will deliver to the Representative and counsel for the Underwriters, without charge, signed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith) and signed copies of all consents and certificates of experts, and will also deliver to the Representative, upon request, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(iv)Delivery of Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish to each Underwriter, without charge, during the period when the Prospectus is required to be delivered (or but for the exception afforded by Rule 172 would be required to be delivered) under the 1933 Act in connection with sales of the Securities, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(v)Continued Compliance with Securities Laws. The Company will comply with the 1933 Act and the 1933 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus. If at any time when a prospectus is required (or but for the exception afforded by Rule 172 would be required to be delivered) by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, subject to Section 3(a)(ii), such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing Prospectus, there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Securities or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made at such time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. If at any time following the issuance of any Written Testing-the-Waters Communication, there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made at such time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

(vi)Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Representative, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative may designate and to maintain such qualifications in effect for a period of not less than one year from the later of the effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

(vii)Rule 158. The Company will make generally available to its securityholders as soon as practicable an earnings statement (which need not be audited) covering a 12-month period beginning after the date upon which the Prospectus is filed that shall satisfy the provisions of Section 11(a) of the 1933 Act.

(viii)Use of Proceeds. The Company and the A-1 Series will use the net proceeds received from the sale of the Securities in the manner specified in the Prospectus under “Use of Proceeds”.

(ix)Listing. The Company will use its best efforts to effect and maintain the listing of the Common Shares (including the Securities) on Nasdaq.

(x)Restriction on Sale of Securities. During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of the Representative, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or file any registration statement under the 1933 Act with respect to any of the foregoing (other than any registration on Form S-8) or (ii) enter into any swap or any other agreement or any transaction that transfers, by the Company, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (i) the Securities to be sold hereunder and (ii) Common Shares, options to purchase Common Shares or other equity awards in respect of Common Shares pursuant to existing equity incentive plans of the Company described in the Registration Statement, the General Disclosure Package and the Prospectus.

(xi)Reporting Requirements. The Company, during the period when the Prospectus is required to be delivered (or but for the exception afforded by Rule 172 would be required to be delivered) under the 1933 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the rules and regulations of the Commission thereunder.

(xii)Issuer Free Writing Prospectuses. The Company represents and agrees that, unless it obtains the prior consent of the Representative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representative, it has not made and will not make any offer relating to the Securities that would constitute an “Issuer Free Writing Prospectus”, or that would otherwise constitute a “free writing prospectus”, as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representative or by the Company and the Representative, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus”, as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

(xiii)Absence of Manipulation. Except as contemplated herein or in the General Disclosure Package and the Prospectus, neither the Company nor the A-1 Series will take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Securities.

(xiv)Qualification and Taxation as a REIT. The A-1 Series will use its best efforts to meet the requirements for qualification and taxation as a REIT under the Code for its taxable year ending December 31, 2015, and the A-1 Series will use its best efforts to continue to qualify for taxation as a REIT under the Code unless and until the Company’s board of directors determines in good faith that it is no longer in the best interests of the A-1 Series and holders of Common Shares for the A-1 Series to be so qualified.

(xv)Sarbanes-Oxley. The Company will comply in all material respects with all applicable provisions of the Sarbanes-Oxley Act that are in effect.

(xvi)Emerging Growth Company. The Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to the later of (a) completion of the distribution of the Securities within the meaning of the 1933 Act and (b) completion of the 180-day period referred to in Section 3(a)(x).

(xvii)Acquisition. The Company shall close on the offering of the Initial Securities and apply the proceeds therefrom to consummate the Acquisition. The A-1 Series shall complete all conditions necessary for the closing of the Acquisition, other than the completion of the offering of Common Shares contemplated hereby, and shall close on the Acquisition substantially concurrently with the Closing Time.

(xviii)Inter-Series Policy. The Company shall have adopted the Inter-Series Relationship, Conflicts of Interest and Opportunity Allocation Policy (the “Inter-Series Policy”) as described in the Registration Statement, the General Disclosure Package and the Prospectus, and the Inter-Series Policy shall not be modified, amended or rescinded at any time prior to the later of (a) completion of the distribution of the Securities within the meaning of the 1933 Act and (b) completion of the 180-day period referred to in Section 3(a)(x).

(xix)Property Dispositions and Tender Offer Policy. The Company shall have adopted the Tender Offer Policy as described under the heading “Description of the Series A-1 Common Shares-Board Flexibility and Shareholder Influence Over Property Dispositions-Property Dispositions and Tender Offer Policy as to the Series A-1 Common Shares” in the Registration Statement, the General Disclosure Package and the Prospectus (the “Tender Offer Policy”), and the Tender Offer Policy shall not be modified, amended or rescinded at any time prior to the later of (a) completion of the distribution of the Securities within the meaning of the 1933 Act and (b) completion of the 180-day period referred to in Section 3(a)(x).

(xx)Statement of Policy Regarding Transactions with Related Persons. The Company shall have adopted the Statement of Policy Regarding Transactions with Related Persons as described under the heading “Conflicts of Interest; Certain Relationships and Related Party Transactions-Statement of Policy Regarding Transactions with Related Persons” in the Registration Statement, the General Disclosure Package and the Prospectus, and the Related Person Policy shall not be modified, amended or rescinded at any time prior to the later of (a) completion of the distribution of the Securities within the meaning of the 1933 Act and (b) completion of the 180-day period referred to in Section 3(a)(x).

(xxi)Property Oversight Committee. The Company shall have instituted a five-member Property Oversight Committee, three members of which shall have been designated by the Company’s board of directors and two members of which shall have been designated by the Fortis General A-1 Partner. The initial members of the Property Oversight Committee, and the authority of the Property Oversight Committee, shall be as described under the heading “Description of Series A-1 Common Shares-Board Committees and Property Oversight Committee of the A-1 Series” in the Registration Statement, the General Disclosure Package and the Prospectus, and neither the composition nor the authority of the Property Oversight Committee shall be modified, amended or rescinded at any time prior to the later of (a) the completion of the distribution of the Securities within the meaning of the 1933 Act and (b) completion of the 180-day period referred to in Section 3(a)(x).

(b)Covenants of the Administrative Agent. The Administrative Agent covenants with each Underwriter that the Administrative Agent will not take, directly or indirectly, any actions designed to or that would constitute or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Securities.

4.Payment of Expenses.

(a)Expenses. The A-1 Series will pay all expenses incident to the performance of its or the Company's obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of this Agreement, any agreement among Underwriters and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities, (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(a)(vi) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, any Permitted Free Writing Prospectus and of the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (vii) the fees and expenses of any transfer agent or registrar for the Securities, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection with the road show, except that the lodging, airfare and incidental expenses of employees of the Underwriters shall be the responsibility of the Underwriters, (ix) the fees and expenses incurred in connection with the listing of the Securities on Nasdaq, and (x) the first $100,000 in fees and disbursements of counsel for the Underwriters and for any such amounts exceeding $270,000, provided that payment from the A-1 Series in connection with such fees and disbursements shall not exceed $230,000. Except as explicitly provided in this Section 4(a), Section 4(b) and Section 6, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel and other advisors.

(b)Termination of Agreement. If this Agreement is terminated by the Representative in accordance with the provisions of Section 5 or Section 7 hereof, the A-1 Series shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

5.Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company, the A-1 Series and the Administrative Agent contained herein as of the date hereof, the Applicable Time, the Closing Time and each Date of Delivery (if any), or in certificates of any officer of the Company, the A-1 Series or the Administrative Agent delivered pursuant to the provisions hereof, to the performance by the Company, the A-1 Series and the Administrative Agent of their respective covenants and other obligations hereunder, and to the following further conditions:

(a)Effectiveness of Registration Statement. The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at the Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or, to the knowledge of the Company or the A-1 Series, threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. A prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) or a post-effective amendment providing such information shall have been filed and declared effective in accordance with the requirements of Rule 430A.

(b)Opinion of Counsel for the Company. At the Closing Time, the Representative shall have received an opinion and negative assurance letter, dated as of the Closing Time, of Clifford Chance US LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such opinion and letter (which may be included in one document) for each of the other Underwriters, substantially to the effect set forth in Exhibit B hereto.

(c)Tax Opinion. At the Closing Time, the Representative shall have received a tax opinion, dated as of the Closing Time, of Clifford Chance US LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters substantially to the effect set forth in Exhibit C hereto.

(d)Opinion of Counsel for Underwriters. The Representative shall have received from Morrison & Foerster LLP, counsel for the Underwriters, such opinion or opinions, dated as of the Closing Time, with respect to the validity of the Securities delivered on such Closing Time, the Registration Statement, the General Disclosure Package, the Prospectus and other related matters as the Representative may require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company, the A-1 Series and the Administrative Agent and certificates of public officials.

(e)Company Officers’ Certificate. At the Closing Time, there shall not have been, since the date hereof, since the Applicable Time or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs, assets or business prospects of the Transaction Entities, considered as one enterprise, whether or not arising in the ordinary course of business, and the Representative shall have received a certificate, dated as of the Closing Time, of the chief executive officer, president or vice president of the Company, on behalf of the Company and on behalf of the A-1 Series, and the principal financial or principal accounting officer of the Company, on behalf of the Company and on behalf of the A-1 Series, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company and the A-1 Series in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) each of the Company and the A-1 Series has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission.

(f)Administrative Agent’s Officer’s Certificate. The Representative shall have received a certificate of the chief executive officer, president or vice president of the Administrative Agent (or persons having equivalent functions) of the Administrative Agent, dated as of the Closing Time, to the effect that (i) the representations and warranties of the Administrative Agent in Section 1(b) hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) the Administrative Agent has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Time.

(g)Accountant’s Comfort Letter. At the time of the execution of this Agreement, the Representative shall have received from Deloitte & Touche LLP a letter dated such date, in form and substance satisfactory to the Representative, together with signed or reproduced copies of such letter for each of the other Underwriters containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus.

(h)Bring-down Comfort Letter. At the Closing Time, the Representative shall have received from Deloitte & Touche LLP a letter, dated as of the Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (g) of this Section, except that the specified date referred to shall be a date not more than three business days prior to the Closing Time.

(i)Principal Financial Officer’s Certificate. The Representative shall have received certificates of the principal financial officer of the Company, dated as of the Applicable Time and as of the Closing Time, certifying to the matters set forth on Exhibit D hereto.

(j)Approval of Listing. At the Closing Time, the Securities shall have been approved for listing on Nasdaq, subject only to official notice of issuance.

(k)No Objection. FINRA has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements.

(l)Lock-up Agreements. At the date of this Agreement, the Representative shall have received an agreement substantially in the form of Exhibit A hereto signed by the persons listed on Schedule E hereto.

(m)Conditions to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company, the A-1 Series and the Administrative Agent contained herein and the statements in any certificates furnished by the Company, the A-1 Series or the Administrative Agent hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representative shall have received:

(i)Company Officers’ Certificate. A certificate, dated such Date of Delivery, of the chief executive officer, president or vice president of the Company, on behalf of the Company and on behalf of the A-1 Series, and the chief financial or chief accounting officer of the Company, on behalf of the Company and on behalf of the A-1 Series, confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.

(ii)Administrative Agent Officers’ Certificate. A certificate, dated such Date of Delivery, of the chief executive officer, president or vice president of the Administrative Agent and the chief financial officer (or persons having equivalent functions) of the Administrative Agent confirming that the certificate delivered at the Closing Time pursuant to Section 5(f) hereof remains true and correct as of such Date of Delivery.

(iii)Opinion of Counsel for Company. An opinion of Clifford Chance US LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

(iv)Tax Opinion. A tax opinion of Clifford Chance US LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

(v)Opinion of Counsel for Underwriters. The favorable opinion of Morrison & Foerster LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof.

(vi)Bring-down Comfort Letter. A letter from Deloitte & Touche LLP, in form and substance satisfactory to the Representative and dated such Date of Delivery, in the same form and substance as the letter furnished to the Representative pursuant to Section 5(h) hereof, except that the “specified date” in the letter furnished pursuant to this paragraph shall be a date not more than five days prior to such Date of Delivery.

(n)Additional Documents. At the Closing Time and at each Date of Delivery, counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters.

(o)Termination of Agreement. If any condition specified in this Section hereof shall not have been fulfilled when and as required to be fulfilled, this Agreement, or, in the case of any condition to the purchase of Option Securities on a Date of Delivery which is after the Closing Time, the obligations of the several Underwriters to purchase the relevant Option Securities, may be terminated by the Representative by notice to the Company at any time at or prior to the Closing Time or such Date of Delivery, as the case may be, and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1 and 6 shall survive any such termination and remain in full force and effect.

6.Indemnity and Contribution.

(a)The A-1 Series agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act and each affiliate of any Underwriter within the meaning of Rule 405 under the 1933 Act (each, an “Underwriter Indemnified Party”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the General Disclosure Package or any amendment or supplement thereto, any “issuer free writing prospectus” as defined in Rule 433(h) under the 1933 Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the 1933 Act, any “road show” as defined in Rule 433(h) under the 1933 Act (a “road show”), or the Prospectus or any amendment or supplement thereto, or any Written Testing-the-Waters Communication or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use therein.

(b)Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the A-1 Series, the Company's directors, officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the A-1 Series to such Underwriter, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement or any amendment thereof, any preliminary prospectus, the General Disclosure Package or any amendment or supplement thereto, any issuer free writing prospectus, road show or the Prospectus or any amendment or supplement thereto or any Written Testing-the-Waters Communication. The Company and the A-1 Series hereby agree that such information consists solely of the following: the statements in the [third, eleventh and thirteenth] paragraphs under the caption “Underwriting” in the Registration Statement, the General Disclosure Package and the Prospectus.

(c)In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 6(a) or 6(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Representative, in the case of parties indemnified pursuant to Sections 6(a), and by the Company in the case of parties indemnified pursuant to Section 6(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request; (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement; and (iii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

(d)To the extent the indemnification provided for in Section 6(a) or 6(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the A-1 Series, on the one hand, and the Underwriters, on the other hand, from the offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the A-1 Series, on the one hand, and of the Underwriters, on the other hand, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the A-1 Series, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Securities (before deducting expenses) received by the Company and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate public offering price of the Securities as set forth in the table on the cover of the Prospectus. The relative fault of the Company and the A-1 Series, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 6 are several in proportion to the respective number of Securities they have purchased hereunder, and not joint.

(e)The Company, the A-1 Series and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 6 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 6(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 6 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f)The indemnity and contribution provisions contained in this Section 6 and the representations, warranties and other statements of the Company, the A-1 Series or the Administrative Agent contained in, or pursuant to, this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter or by or on behalf of the Company, the A-1 Series, the Administrative Agent or any of their respective officers or directors or any person controlling the Company, the A-1 Series or the Administrative Agent and (iii) acceptance of and payment for any of the Securities.

7.Termination. The Representative may terminate this Agreement by notice given to the Company, if after the execution and delivery of this Agreement and prior to the Closing Time, (i) except as disclosed in the General Disclosure Package (as amended or supplemented through the time of execution of this Agreement), there has been a material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its Subsidiaries, taken as a whole, the effect of which makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the General Disclosure Package or the Prospectus, (ii) trading generally shall have been suspended or materially limited on, or by, as the case may be, Nasdaq, (iii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iv) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (v) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (vi) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and which, singly or together with any other event specified in this clause (vi), makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the General Disclosure Package or the Prospectus. Notwithstanding anything herein to the contrary, Sections 1, 4 and 6 shall survive any termination of this Agreement pursuant to this Section 7 and shall remain in full force and effect.

8.Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time or a Date of Delivery to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then:

(a)if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or

(b)if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase and of the Company to sell the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter or the Company, the A-1 Series or the Administrative Agent.

No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default.

In the event of any such default that does not result in a termination of this Agreement, or, in the case of a Date of Delivery occurring after the Closing Time, that does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 8.

9.Notices. All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to you in care of Sandler O’Neill & Partners, 1251 Avenue of the Americas, New York, New York 10020, Attention: General Counsel; and if to the Company shall be delivered, mailed, transmitted or sent to 44 Wall Street, New York, New York 10005, facsimile: 1-646-349-1980, Attention: Jesse Stein.

10.Research Analyst Independence. Each of the Company, the A-1 Series and the Administrative Agent acknowledges that the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies and that such Underwriters’ research analysts may hold views and make statements or investment recommendations or publish research reports with respect to the Company or the offering that differ from the views of their respective investment banking divisions. Each of the Company, the A-1 Series and the Administrative Agent acknowledges that each of the Underwriters is a full service securities firm and, as such, from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement.

11.Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company, the A-1 Series, the Administrative Agent and their respective successors and, to the extent provided in Section 6, the controlling persons, affiliates, directors and officers referred to in Section 6. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company, the A-1 Series, the Administrative Agent and their respective successors and the controlling persons, affiliates, directors and officers referred to in Section 6 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company, the A-1 Series and the Administrative Agent and their respective successors, and said controlling persons, affiliates, directors and officers and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

12.No Advisory or Fiduciary Relationship. Each of the Company, the A-1 Series and the Administrative Agent acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, the A-1 Series or the Administrative Agent, or their stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company, the A-1 Series or the Administrative Agent with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company, the A-1 Series or the Administrative Agent on other matters), and no Underwriter has any obligation to the Company, the A-1 Series or the Administrative Agent with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company, the A-1 Series or the Administrative Agent, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and each of the Company, the A-1 Series and the Administrative Agent has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

13.Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) by and among the Company, the A-1 Series, the Administrative Agent and the Underwriters, or any of them, with respect to the subject matter hereof.

14.Trial by Jury. The Company, the A-1 Series, the Administrative Agent and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

15.Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

16.Time. TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

17.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same agreement.

18.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company, the A-1 Series and the Administrative Agent a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement by and among the Underwriters, the Company, the A-1 Series and the Administrative Agent in accordance with its terms.



Very truly yours,
ETRE REIT, LLC, with respect to itself
By:
	Name: Paul Frischer
	Title: President and Chief Executive Officer
ETRE REIT, LLC, with respect to Series A-1, a separate series thereof
By:
	Name: Paul Frischer
	Title: President and Chief Executive Officer
ETRE Asset Management, LLC
By: ETRE Financial LLC, its managing member
By:
	Name: Paul Frischer
	Title: President and Chief Executive Officer



Accepted as of the date hereof
Sandler O'Neill & Partners, L.P.
Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto.
Sandler O’Neill & Partners, L.P.
By:
	Name: Thomas S. Howland
	Title: Managing Director



SCHEDULE A

	Number of Initial Securities To Be Purchased
Underwriter
Sandler O'Neill & Partners, L.P.	[]
[ ]	[]
Total:	[ ]

The price per share of Securities to be paid by each Underwriter: $[].

SCHEDULE B

Information in the General Disclosure Package Other Than the Statutory

Prospectus and the Issuer General Use Free Writing Prospectuses

1. The initial public offering price per share for the Securities is $[ ].

2. The number of Initial Securities and Option Securities is [ ] and [ ], respectively.

3. The Issuer Free Writing Prospectuses described on Schedules C and D hereto.

SCHEDULE C

Issuer General Use Free Writing Prospectuses


1.	Issuer Free Writing Prospectus dated July 9, 2015 (video transcript).


2.	Issuer Free Writing Prospectus dated July 9, 2015 (video announcement).


3.	Issuer Free Writing Prospectus dated July 9, 2015 (message from Paul Frischer).

SCHEDULE D

Issuer Limited Use Free Writing Prospectuses

[None]

SCHEDULE E

Persons and Entities to Execute Lock-Up Agreements

Paul Frischer

Jesse Stein

Darren Glickman

Scott Panzer

Jay Anderson

Mark Filanowski

Joseph Capezza

John Gregorits

ETRE Financial, LLC

ETRE Asset Management, LLC

Exhibit 3.2

FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

ETRE REIT, LLC



ARTICLE I DEFINITIONS		1
Section 1.1.	Definitions	1
Section 1.2.	Construction	7
ARTICLE II ORGANIZATION		7
Section 2.1.	Formation	7
Section 2.2.	Name	7
Section 2.3.	Registered Office; Registered Agent; Principal Office; Other Offices	7
Section 2.4.	Purposes	8
Section 2.5.	Powers	8
Section 2.6.	Power of Attorney	8
Section 2.7.	Term	9
Section 2.8.	Title to Assets	10
Section 2.9.	Certificate of Formation	10
ARTICLE III MEMBERS, SERIES AND SHARES		10
Section 3.1.	Members	10
Section 3.2.	Series of the Company; Establishment of A‑1 Series and A-2 Series	12
Section 3.3.	Authorization to Issue Shares	15
Section 3.4.	Series A-1 Common Shares	16
Section 3.5.	Voting Rights of Common Shares Generally	24
Section 3.6.	Certificates	25
Section 3.7.	Record Holders	25
Section 3.8.	Registration and Transfer of Shares	26
Section 3.9.	Splits and Combinations	27
Section 3.10.	Agreements and Bylaws	27
ARTICLE IV DISTRIBUTIONS		27
Section 4.1.	Distributions to Record Holders	27
ARTICLE V MANAGEMENT AND OPERATION OF BUSINESS		28
Section 5.1.	Power and Authority of Board of Directors	28
Section 5.2.	Number; Nominations and Elections; Removals; Vacancies	30
Section 5.3.	Resignation	31
Section 5.4.	Determinations by Board	31
Section 5.5.	Committees of the Board of Directors	32
Section 5.6.	Exculpation, Indemnification, Advances and Insurance	35
Section 5.7.	Duties of Officers and Directors	38
Section 5.8.	Standards of Conduct and Modification of Duties of the Managing Member	39
Section 5.9.	Contractual Relationship with the Administrative Agent	39
Section 5.10.	Outside Activities	39
Section 5.11.	Reliance by Third Parties	39
Section 5.12.	Certain Conflicts of Interest	40
ARTICLE VI BOOKS, RECORDS, ACCOUNTING AND REPORTS		40
Section 6.1.	Records and Accounting	40
Section 6.2.	Fiscal Year	40
ARTICLE VII TAX MATTERS		41
Section 7.1.	Tax Treatment	41
Section 7.2.	Qualifying and Maintaining Qualification as a REIT	41
ARTICLE VIII DISSOLUTION, TERMINATION AND LIQUIDATION		41
Section 8.1.	Dissolution and Termination	41
Section 8.2.	Liquidator	42
Section 8.3.	Liquidation of a Series	42
Section 8.4.	Cancellation of Certificate of Formation	43
Section 8.5.	Return of Contributions	43
Section 8.6.	Waiver of Partition	43
ARTICLE IX AMENDMENT OF AGREEMENT		44
Section 9.1.	General	44
Section 9.2.	Super‑Majority Amendments	44
Section 9.3.	Amendments to be Adopted Solely by the Board of Directors	44
Section 9.4.	Certain Amendment Requirements	46
Section 9.5.	Approval of Managing Member	46
ARTICLE X MERGER, CONSOLIDATION OR CONVERSION		46
Section 10.1.	Authority	46
Section 10.2.	Procedure for Merger, Consolidation or Conversion	47
Section 10.3.	Approval by Members of Merger, Consolidation or Conversion or Sales of Substantially All Assets	48
Section 10.4.	Certificate of Merger or Conversion	49
Section 10.5.	Effect of Merger	49
ARTICLE XI MEMBER MEETINGS		49
Section 11.1.	Meetings	49
Section 11.2.	Voting Rights	50
Section 11.3.	Extraordinary Actions	50
Section 11.4.	Board Approval	50
Section 11.5.	Action By Members without a Meeting	50
Section 11.6.	Managing Member	50
ARTICLE XII GENERAL PROVISIONS		50
Section 12.1.	Addresses and Notices	50
Section 12.2.	Further Action	51
Section 12.3.	Binding Effect	51
Section 12.4.	Integration	51
Section 12.5.	Creditors	51
Section 12.6.	Waiver	51
Section 12.7.	Counterparts	51
Section 12.8.	Applicable Law	52
Section 12.9.	Invalidity of Provisions	52
Section 12.10.	Consent of Members	52
Section 12.11.	Facsimile Signatures	52
ARTICLE XIII RESTRICTIONS ON TRANSFER AND OWNERSHIP OF SHARES		52
Section 13.1.	Definitions	52
Section 13.2.	Ownership Limitations	54
Section 13.3.	Remedies for Breach	55
Section 13.4.	Notice of Restricted Transfer	56
Section 13.5.	Owners Required To Provide Information	56
Section 13.6.	Remedies Not Limited	56
Section 13.7.	Ambiguity	56
Section 13.8.	Exceptions	57
Section 13.9.	Increase or Decrease in Aggregate Ownership and Common Share Ownership Limits	58
Section 13.10.	Legend	58
Section 13.11.	Transfer of Shares in Trust	59
Section 13.12.	NASDAQ Transactions	61
Section 13.13.	Enforcement	61
Section 13.14.	Non-Waiver	61
Section 13.15.	Severability	61

FIRST AMENDED AND RESTATED LIMITED LIABILITY

COMPANY AGREEMENT OF ETRE REIT, LLC

This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ETRE REIT, LLC, is dated as of ___________, 2015. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1, Section 3.4 and Article XIII.

WHEREAS, the Company was formed under the Delaware Act pursuant to a certificate of formation filed with the Secretary of State of the State of Delaware on April 22, 2013, as amended by a certificate of amendment filed with the Secretary of State of the State of Delaware on February 14, 2014, and a Limited Liability Company Agreement of ETRE REIT, LLC, dated as of February 13, 2014, as amended as of February 25, 2014 (the "Original LLC Agreement"); and

WHEREAS, the Board of Directors of the Company has authorized and approved an amendment and restatement of the Original LLC Agreement on the terms set forth herein.

NOW THEREFORE, the limited liability company agreement of the Company is hereby amended and restated to read in its entirety as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions.

Certain terms used in Section 3.4 and Section 5.5(b) of this Agreement are defined in those Sections, and certain other terms used in Article XIII of this Agreement are defined in that Article. In addition, the following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

"A-1 Series" has the meaning assigned to such term in Section 3.2(c)(i).

"A-2 Series" has the meaning assigned to such term in Section 3.2(c)(ii).

"Additional Member" means a Person admitted as a Member of the Company and associated with a Series in accordance with Article III as a result of an issuance of Shares of such Series to such Person by the Company.

"Administrative Agent" means ETRE Asset Management LLC, a Delaware limited liability company, together with its successors and assigns.

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the Person in question. As used herein, the term "Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

"Agreement" means this First Amended and Restated Limited Liability Company Agreement of ETRE REIT, LLC, as it may be amended, modified, supplemented or restated from time to time.

"Board of Directors" has the meaning assigned to such term in Section 5.1.

"Business Day" means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of New York shall not be regarded as a Business Day.

"Bylaws" means any Bylaws of the Company adopted by the Board of Directors in accordance with Section 5.1.

"Capital Contribution" means with respect to any Member, the amount of cash and the initial Gross Asset Value of any other property contributed or deemed contributed to the capital of a Series by or on behalf of such Member, reduced by the amount of any liability assumed by such Series relating to such property and any liability to which such property is subject.

"Certificate" means a certificate (i) in global form in accordance with the rules and regulations of the Depositary or (ii) in such other form as may be adopted by the Board of Directors, issued by the Company evidencing ownership of one or more Shares.

"Certificate of Formation" means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware as referenced in Section 2.9, as such Certificate of Formation may be amended, supplemented or restated from time to time.

"Chairman of the Board", "Chief Executive Officer", "President", "Vice President", "Chief Operating Officer", "Treasurer", "Assistant Treasurer", "Secretary" and "Assistant Secretary" have the meanings assigned to such terms in the Bylaws.

"Code" means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law.

"Commission" means the United States Securities and Exchange Commission.

"Common Shares" means any Shares of a Series that are not Preferred Shares.

"Company" means ETRE REIT, LLC, a Delaware series limited liability company, and any successors thereto.

"Company Group" means the Company, each Series and each Subsidiary of a Series.

"Conflict of Interest" means any matter that the Administrative Agent believes may involve a conflict of interest, that is not otherwise addressed by the Inter-Series Policy and that is submitted to the Nominating and Corporate Governance Committee to determine whether the resolution of such matter is fair and reasonable to the Company and the Members.

"Convertible Securities" shall mean any securities of the Company or any Subsidiary of a Series that are convertible into, exchangeable for or evidence the right to purchase any Common Shares or Preferred Shares, whether upon conversion, exercise or exchange, or pursuant to anti-dilution provisions of such securities or otherwise.

"Delaware Act" means the Delaware Limited Liability Company Act, 6 Del. C. Section 18‑101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute.

"Depositary" means, with respect to any Shares issued in global form, The Depository Trust Company and its successors and permitted assigns.

"DGCL" means the General Corporation Law of the State of Delaware, 8 Del. C. Section 101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute.

"Director" means (i) a member of the Board of Directors of the Company and each Series and (ii) with respect to a Series, any Person who has been designated pursuant to the terms of the Series Designation for such Series as a specific Director to be associated with such Series.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time and any successor to such statute, and the rules and regulations promulgated thereunder.

"Expenses and Liabilities" has the meaning assigned to such term in Section 3.2(c).

"Governmental Entity" means any court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign and any subdivision thereof.

"Gross Asset Value" means, with respect to any asset contributed by a Member to a Series, the gross fair market value of such asset as determined by the Board of Directors.

"Group Member" means a member of the Company Group.

"Group Member Agreement" means the partnership agreement of any Group Member that is a limited or general partnership, the limited liability company agreement of any Group Member, other than the Company, that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.

"Indemnified Person" means (a) any Person who is or was a Director or Officer of the Company and/or associated with a Series, (b) any Person who is or was a member of a committee of the Board of Directors established by the Board of Directors or pursuant to any Series Designation, (c) any Person who is or was the Managing Member, together with its officers, directors, members, managers or partners, (d) any Person who is or was serving at the request of the Company as an officer, director, member, manager, partner, tax matters partner, fiduciary or trustee of another Person (including any Subsidiary); provided, that a Person shall not be an Indemnified Person by reason of providing, on a fee‑for‑services basis, trustee, fiduciary or custodial services, and (e) any Person the Board of Directors designates as an "Indemnified Person" for purposes of this Agreement.

"Independent Director" means a Director who meets the then current independence standards established by each National Securities Exchange on which Shares are listed for trading and any other independence standards adopted by the Board of Directors.

"Inter-Series Committee" means any inter-series conflict resolution committee established by the Administrative Agent to administer, on behalf of the Administrative Agent, certain provisions of the Inter-Series Policy.

"Inter-Series Policy" means any inter-series relationship, conflicts of interest and opportunity allocation policy of the Company adopted by the Board of Directors in accordance with Section 5.1.

"Initial Member" means, with respect to each of the A-1 Series and the A-2 Series, Jesse Stein and, with respect to any Series that is established and designated after the date hereof, means the Person identified in the Series Designation of such Series as the Initial Member associated therewith.

"Liquidator" means one or more Persons selected by the Board of Directors to perform the functions described in Section 8.2 as liquidating trustee of the Company or a Series, as applicable, within the meaning of the Delaware Act.

"Managing Member" means ETRE Financial, LLC, a Delaware limited liability company, in its capacity as a member of the Company.

"Member" means each member of the Company associated with a Series, including, unless the context otherwise requires, the Initial Member, each Substitute Member and each Additional Member.

"Merger Agreement" has the meaning assigned to such term in Section 10.1.

"NASDAQ" means the Nasdaq Capital Market.

"National Securities Exchange" means an exchange registered with the Commission under Section 6(a) of the Exchange Act.

“Nominating and Corporate Governance Committee” means a committee of the Board of Directors designated as such in accordance with the Bylaws, and composed entirely of one or more Directors who meets the then current independence and other standards required of nominating and corporate governance committee members established by each National Securities Exchange on which Shares are listed for trading.

"Officers" has the meaning assigned to such term in Section 5.1(h).

"Offering Document" means, with respect to any class or series of Shares, the prospectus, offering memorandum, private placement memorandum or other offering document related to the initial offering of such Shares, approved by the Board of Directors (or a committee thereof).

"Opinion of Counsel" means a written opinion of counsel (who may be regular counsel to the Company or any of its Affiliates) acceptable to the Board of Directors.

"Original LLC Agreement" has the meaning set forth in the recitals to this Agreement.

"Outstanding" means, with respect to Shares, all Shares that are issued by the Company and reflected as outstanding on the Company's books and records as of the date of determination.

"Person" means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, Governmental Entity or other entity; provided, however, that, solely for purposes of Article XIII, the term "Person" shall have the meaning specified in Section 13.1.

"Plan of Conversion" has the meaning assigned to such term in Section 10.1.

"Preferred Shares" means a class of Shares of a Series that entitles the Record Holders thereof to a preference or priority over the Record Holders of any other class of Shares of such Series in (i) the right to share profits or losses or items thereof, (ii) the right to share in Series distributions, or (iii) rights upon termination or liquidation of such Series (including in connection with the dissolution or liquidation of the Company). "Preferred Shares" shall not include Common Shares.

"Record Date" means the date established by the Company in accordance with the provisions of the Bylaws for determining (a) the identity of the Record Holders entitled to notice of, or to vote at, any meeting of Members associated with any Series or entitled to exercise rights in respect of any lawful action of Members associated with any Series or (b) the identity of Record Holders entitled to receive any report or distribution or to participate in any offer.

"Record Holder" or "holder" means (a) with respect to any Common Shares, the Person in whose name such Shares are registered on the books of the Transfer Agent as of the opening of business on a particular Business Day, and (b) with respect to any Shares of any other class, the Person in whose name such Shares are registered on the books of the Transfer Agent or on the books that the Company has caused to be kept as of the opening of business on such Business Day.

"REIT" means a real estate investment trust within the meaning of Sections 856 through 860 of the Code.

"Securities Act" means the Securities Act of 1933, as amended, supplemented or restated from time to time and any successor to such statute, and the rules and regulations promulgated thereunder.

"Series" has the meaning assigned to such term in Section 3.2(a).

"Series A-1 Common Shares" means Common Shares of the A-1 Series.

"Series A-1 IPO" means the initial public offering and sale of the Series A-1 Common Shares.

"Series A-2 Common Shares" means Common Shares of the A-2 Series.

"Series A-2 IPO" means the initial public offering and sale of the Series A-2 Common Shares.

"Series Designation" has the meaning assigned to such term in Section 3.2(a).

"Series Property" means, at any particular time, all interests, properties (whether tangible or intangible, and whether real, personal or mixed) and rights of any type contributed to or acquired by any one or more of the Series and owned or held by or for the account of any one or more of the Series, whether owned or held by or for the account of any one or more of the Series as of the date of the formation or establishment thereof or thereafter contributed to or acquired by any one or more of the Series.

"Share" means a share of a Series issued by the Company that evidences a Member's rights, powers and duties with respect to the Company and such Series pursuant to this Agreement, the Bylaws and the Delaware Act. Shares may be Common Shares or Preferred Shares, and may be issued in different classes or series.

"Share Designation" has the meaning assigned to such term in Section 3.3(c).

“Special Approval” means approval by a majority of the members of the Nominating and Corporate Governance Committee.

"Subsidiary" means, with respect to any Person or a Series, as of any date of determination, any other Person as to which such Person or Series owns or otherwise controls, directly or indirectly, more than 50% of the voting shares or other similar interests or a sole general partner interest or managing member or similar interest of such Person.

"Substitute Member" means a Person who is admitted as a Member of the Company and associated with a Series pursuant to Section 3.8(c) as a result of a transfer of Shares to such Person.

"Surviving Business Entity" has the meaning assigned to such term in Section 10.2(a)(ii).

"transfer" means, with respect to a Share, a transaction by which the Record Holder of a Share assigns such Share to another Person who is or becomes a Member, and includes a sale, assignment, gift, exchange or any other disposition by law or otherwise, including any transfer upon foreclosure of any pledge, encumbrance, hypothecation or mortgage; provided, however, that, solely for purposes of Article XIII, the term "Transfer" shall have the meaning specified in Section 13.1.

"Transfer Agent" means, with respect to any class of Shares, such bank, trust company or other Person (including the Company or one of its Affiliates) as shall be appointed from time to time by the Company to act as registrar and transfer agent for such class of Shares; provided that if no Transfer Agent is specifically designated for such class of Shares, the Company shall act in such capacity.

"U.S. GAAP" means United States generally accepted accounting principles consistently applied.

Section 1.2. Construction. Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; and (c) the term "include" or "includes" means includes, without limitation, and "including" means including, without limitation.

ARTICLE II

ORGANIZATION

Section 2.1. Formation.. The Company has been formed as a series limited liability company pursuant to the provisions of the Delaware Act.

Except as expressly provided to the contrary in this Agreement or the Bylaws, the rights, duties (including fiduciary duties), liabilities and obligations of the Members and the administration, dissolution and termination of the Company and each Series shall be governed by the Delaware Act. All Shares shall constitute personal property of the owner thereof for all purposes and a Member has no interest in specific Company or Series property.

Section 2.2. Name. The name of the Company shall be "ETRE REIT, LLC". The words "Limited Liability Company", "LLC", or similar words or letters shall be included in the Company's name where necessary for the purpose of complying with the laws of any jurisdiction that so requires. The business of the Company and any Series may be conducted under any other name or names, as determined by the Board of Directors. The Board of Directors may change the name of the Company at any time and from time to time and shall notify the Members of such change in the next regular communication to the Members. The Board of Directors may change the name of any Series at any time and from time to time and shall notify the Members associated with such Series of such change in the next regular communication to such Members.

Section 2.3. Registered Office; Registered Agent; Principal Office; Other Offices. Unless and until changed by the Board of Directors, the registered office of the Company in the State of Delaware shall be located at VCorp Services, LLC, 1811 Silverside Road, Wilmington, Delaware 19810, and the registered agent for service of process on the Company and each Series in the State of Delaware at such registered office shall be VCorp Services, LLC. The principal office of the Company shall be located at 44 Wall Street, New York, New York, 10005 or such other place as the Board of Directors may from time to time designate by notice to the Members. Unless otherwise provided in the applicable Series Designation, the principal office of each Series shall be located at 44 Wall Street, New York, New York, 10005 or such other place as the Board of Directors may from time to time designate by notice to the Members associated with the applicable Series. The Company and each Series may maintain offices at such other place or places within or outside the State of Delaware as the Board of Directors determines to be necessary or appropriate.

Section 2.4. Purposes. The purposes of the Company and, unless otherwise provided in the applicable Series Designation, each Series shall be to (a) promote, conduct or engage in, directly or indirectly, any business, purpose or activity that lawfully may be conducted by a limited liability company organized pursuant to the Delaware Act, (b) acquire, hold and dispose of interests in any corporation, partnership, joint venture, limited liability company, trust or other entity and, in connection therewith, to exercise all of the rights and powers conferred upon the Company and each Series with respect to its interests therein, and (c) conduct any and all activities related or incidental to the foregoing purposes.

Section 2.5. Powers. The Company and each Series shall be empowered to do any and all acts and things necessary and appropriate for the furtherance and accomplishment of the purposes described in Section 2.4.

Section 2.6. Power of Attorney. Each Member hereby constitutes and appoints each of the Chief Executive Officer and the Secretary and, if a Liquidator shall have been selected pursuant to Section 8.2, the Liquidator (and any successor to the Liquidator by merger, transfer, assignment, election or otherwise) and each of their authorized officers and attorneys‑in‑fact, as the case may be, with full power of substitution, as his true and lawful agent and attorney‑in‑fact, with full power and authority in his name, place and stead, to:

(a)execute, swear to, acknowledge, deliver, file and record in the appropriate public offices:

(i)all certificates, documents and other instruments (including this Agreement and the Certificate of Formation and all amendments or restatements hereof or thereof) that the Chief Executive Officer or Secretary, or the Liquidator, determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Company as a series limited liability company in the State of Delaware and in all other jurisdictions in which the Company or any Series may conduct business or own property;

(ii)all certificates, documents and other instruments that the Chief Executive Officer or Secretary, or the Liquidator, determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement;

(iii)all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the Board of Directors or the Liquidator determines to be necessary or appropriate to reflect the dissolution, liquidation and/or termination of the Company or a Series pursuant to the terms of this Agreement;

(iv)all certificates, documents and other instruments relating to the admission, withdrawal, removal or substitution of any Member pursuant to, or in connection with other events described in, Articles III or VIII;

(v)all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of any class of Shares issued pursuant to Section 3.3; and

(vi)all certificates, documents and other instruments (including agreements and a certificate of merger) relating to a merger, consolidation or conversion of the Company pursuant to Article X.

(b)execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the Board of Directors or the Liquidator determines to be necessary or appropriate to (i) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by the Members hereunder or is consistent with the terms of this Agreement or (ii) effectuate the terms or intent of this Agreement; provided, that when required by Section 9.2 or any other provision of this Agreement that establishes a percentage of the Members or of the Members of any class or series required to take any action, the Chief Executive Officer or Secretary, or the Liquidator, may exercise the power of attorney made in this Section 2.6(b) only after the necessary vote, consent, approval, agreement or other action of the Members or of the Members of such class or series, as applicable.

Nothing contained in this Section 2.6 shall be construed as authorizing the Chief Executive Officer or Secretary, or the Liquidator, to amend, change or modify this Agreement except in accordance with Article IX or as may be otherwise expressly provided for in this Agreement.

(c)The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Member and the transfer of all or any portion of such Member's Shares and shall extend to such Member's heirs, successors, assigns and personal representatives. Each such Member hereby agrees to be bound by any representation made by the Chief Executive Officer or Secretary, or the Liquidator, acting in good faith pursuant to such power of attorney; and each such Member, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the Chief Executive Officer or Secretary, or the Liquidator, taken in good faith under such power of attorney in accordance with Section 2.6. Each Member shall execute and deliver to the Chief Executive Officer or Secretary, or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as any of such Officers or the Liquidator determines to be necessary or appropriate to effectuate this Agreement and the purposes of the Company.

Section 2.7. Term. The term of the Company commenced on the day on which the Certificate of Formation was filed with the Secretary of State of the State of Delaware pursuant to the provisions of the Delaware Act. The existence of each Series shall commence upon the effective date of the Series Designation establishing such Series, as provided in Section 3.2, or, in the case of the A-1 Series and the A-2 Series, as provided in Section 3.2(c). The term of the Company and each Series shall be perpetual, unless and until it is dissolved or terminated in accordance with the provisions of Article VIII. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation as provided in the Delaware Act.

Section 2.8. Title to Assets. Title to the assets of a Series, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by such Series, and no Member, Director or Officer, individually or collectively, shall have any ownership interest in such Series' assets or any portion thereof. Title to any or all of the assets of a Series may be held in the name of such Series or one or more nominees, as the Board of Directors may determine. All Series' assets shall be recorded as the property of the applicable Series in the books and records maintained for such Series, irrespective of the name in which record title to such Series' assets is held.

Section 2.9. Certificate of Formation. The Certificate of Formation has been filed with the Secretary of State of the State of Delaware as required by the Delaware Act, such filing being hereby confirmed, ratified and approved in all respects. The Board of Directors shall use all reasonable efforts to cause to be filed such other certificates or documents that it determines to be necessary or appropriate for the formation, continuation, qualification and operation of a series limited liability company in the State of Delaware or any other state in which the Company or any Series may elect to do business or own property. To the extent that the Board of Directors determines such action to be necessary or appropriate, the Board of Directors shall direct the appropriate Officers of the Company to file amendments to and restatements of the Certificate of Formation and do all things to maintain the Company as a series limited liability company under the laws of the State of Delaware or of any other state in which the Company or any Series may elect to do business or own property, and any such Officer so directed shall be an "authorized person" of the Company and, unless otherwise provided in a Series Designation, each Series within the meaning of the Delaware Act for purposes of filing any such certificate with the Secretary of State of the State of Delaware. The Company shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Formation, any qualification document or any amendment thereto to any Member.

ARTICLE III

MEMBERS, SERIES AND SHARES

Section 3.1. Members.

(a)A Person shall be admitted as a Member and shall become bound by the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share and becomes the Record Holder of such Share in accordance with the provisions of Articles III, IV and XIII hereof. A Person may become a Record Holder without the consent or approval of any of the Members. A Person may not become a Member without acquiring a Share.

(b)The name and mailing address of each Member shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. The Secretary of the Company shall update the books and records of the Company from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable).

(c)Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.

(d)Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of a Series, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of such Series, and not of any other Series. In addition, the Members shall not be obligated personally for any such debt, obligation or liability of any Series solely by reason of being a Member.

(e)Unless otherwise provided herein, Members may not be expelled from or removed as Members of the Company. Members shall not have any right to resign from the Company; provided, that when a transferee of a Member's Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company with respect to the Shares so transferred.

(f)Except to the extent expressly provided in this Agreement (including any Share Designation or Series Designation): (i) no Member shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company or any Series may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any class or series of any Shares of a Series shall have priority over any other Member holding the same class or series of Shares of such Series either as to the return of Capital Contributions or as to distributions; (iii) no interest shall be paid by the Company or any Series on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the business of the Company or any Series, transact any business in the Company's or any Series' name or have the power to sign documents for or otherwise bind the Company or any Series by reason of being a Member.

(g)Except as may be otherwise agreed between the Company or a Series, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company or a Series, including business interests and activities in direct competition with the Company or any Series. Neither the Company, any Series nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

(h)The Managing Member, by execution of this Agreement, continues to be admitted as a member of the Company. The Managing Member will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as the Managing Member.

Section 3.2. Series of the Company; Establishment of A‑1 Series and A-2 Series.

(a)Establishment of Series. Subject to the provisions of this Agreement, the Board of Directors may, at any time and from time to time, by a written action or actions approved by the Board of Directors in compliance with Section 3.2(c) (each, a "Series Designation"), establish one or more series (each a "Series"). The Series Designation establishing one or more Series shall relate solely to the Series established thereby and shall not be construed: (i) to affect the terms and conditions of any other Series, or (ii) to designate, fix or determine the rights, powers, authority, privileges, preferences, duties, responsibilities, liabilities and obligations in respect of Shares associated with any other Series, or the Members associated therewith. The terms and conditions for each Series established pursuant to this Section 3.2 shall be as set forth in this Agreement and the Series Designation for the Series.

(b)Series Operation. Each of the Series shall operate to the extent practicable as if it were a separate limited liability company. Accordingly, references to the Company herein shall, unless and only to the extent the context otherwise requires, be interpreted to refer to each individual Series severally.

(c)Establishment of the A‑1 Series and the A-2 Series. Without limiting the authority of the Board of Directors to establish and designate any further Series by Series Designation:

i.Series A-1 of the Company (the "A-1 Series") was originally established and designated, effective as of February 13, 2014, pursuant to the terms of the Original LLC Agreement. The Board of Directors hereby ratifies, confirms and approves the establishment and designation of the A-1 Series in all respects. This Agreement shall constitute the Series Designation of the A-1 Series, and the terms and conditions for the A-1 Series shall be as set forth in this Agreement.

ii.Series A-2 of the Company (the "A-2 Series") was originally established and designated, effective as of February 25, 2014, pursuant to the terms of the Original LLC Agreement. The Board of Directors hereby ratifies, confirms and approves the establishment and designation of the A-2 Series in all respects. This Agreement shall constitute the Series Designation of the A-2 Series, and the terms and conditions for the A-2 Series shall be as set forth in this Agreement.

(d)Series Designation. The Series Designation establishing a Series may: (i) specify a name or names under which the business and affairs of such Series may be conducted; (ii) designate, fix and determine the relative rights, powers, authority, privileges, preferences, duties, responsibilities, liabilities and obligations in respect of Shares of such Series and the Members associated therewith (to the extent such terms differ from those set forth in this Agreement), (iii) designate or authorize the designation of specific Directors or Officers to be associated with such Series and (iv) establish or authorize the establishment of committees of the Board of Directors to be associated with such Series, appoint or authorize the appointment of Directors or other natural Persons to serve on such committees, delegate or authorize the delegation to such committees of any of the powers of the Board of Directors, except as prohibited by law, and designate or authorize the designation of the members of such committees to be associated with such Series. A Series Designation (or any resolution of the Board of Directors amending any Series Designation) shall be effective when a duly executed original of the same is delivered to the Secretary of the Company for inclusion among the permanent records of the Company, and shall be annexed to, and constitute part of, this Agreement (it being understood and agreed that, upon such effective date, the Series described in such Series Designation shall be deemed to have been established and the Shares of such Series shall be deemed to have been authorized in accordance with the provisions thereof). The Series Designation establishing a Series may set forth specific provisions governing the rights of such Series against a Member associated with such Series who fails to comply with the applicable provisions of this Agreement (including, for the avoidance of doubt, the applicable provisions of such Series Designation). In the event of a conflict between the terms and conditions of this Agreement and a Series Designation, the terms and conditions of the Series Designation shall prevail.

(e)Assets and Liabilities Associated with a Series.

i.Assets Associated with a Series. All consideration received by the Company for the issuance or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, and all income, earnings, profits and proceeds thereof, from whatever source derived, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be ("assets"), shall, subject to the provisions of this Agreement, be held for the benefit of the Members associated with such Series, and not for the benefit of the Members associated with any other Series, for all purposes, and shall be accounted for and recorded upon the books and records of the Company separately from any assets associated with any other Series. Such assets are herein referred to as "assets associated with" that Series. In the event that there are any assets in relation to the Company that, in the Board of Directors' reasonable judgment, are not readily associated with a particular Series, the Board of Directors shall allocate such assets to, between or among any one or more of the Series, in such manner and on such basis as the Board of Directors deems fair and equitable, and any asset so allocated to a particular Series shall thereupon be deemed to be an asset associated with that Series. Each allocation by the Board of Directors pursuant to the provisions of this Section 3.2(e)(i) shall be conclusive and binding upon the Members associated with each and every Series. Separate and distinct records shall be maintained for each and every Series, and the Board of Directors shall not commingle the assets of one Series with the assets of any other Series.

ii.Liabilities Associated with a Series. All debts, liabilities, expenses, costs, charges, obligations and reserves incurred by, contracted for other otherwise existing ("liabilities") with respect to a particular Series shall be charged against the assets associated with that Series. Such liabilities are herein referred to as "liabilities associated with" that Series. In the event that there are any liabilities in relation to the Company that, in the Board of Directors' reasonable judgment, are not readily associated with a particular Series, the Board of Directors shall allocate and charge (including indemnification obligations) such liabilities to, between or among any one or more of the Series, in such manner and on such basis as the Board of Directors deems fair and equitable, and any liability so allocated and charged to a particular Series shall thereupon be deemed to be a liability associated with that Series. Each allocation by the Board of Directors pursuant to the provisions of this Section 3.2(e)(ii) shall be conclusive and binding upon the Members associated with each and every Series. All liabilities associated with a Series shall be enforceable against the assets associated with that Series only, and not against the assets associated with any other Series, and except to the extent set forth above, no liabilities shall be enforceable against the assets associated with any Series prior to the allocation and charging of such liabilities as provided above. Any allocation of liabilities that are not readily associated with a particular Series to, between or among one or more of the Series shall not represent a commingling of such Series to pool capital for the purpose of carrying on a trade or business or making common investments and sharing in profits and losses therefrom. The Board of Directors has caused notice of this limitation on interseries liabilities to be set forth in the Certificate of Formation, and, accordingly, the statutory provisions of Section 18‑215(b) of the Delaware Act relating to limitations on interseries liabilities (and the statutory effect under Section 18‑207 of the Delaware Act of setting forth such notice in the Certificate of Formation) shall apply to the Company and each Series. Notwithstanding any other provision of this Agreement, no distribution on or in respect of Shares in a particular Series, including, for the avoidance of doubt, any distribution made in connection with the winding up of such Series, shall be effected by the Company other than from the assets associated with that Series, nor shall any Member or former Member associated with a Series otherwise have any right or claim against the assets associated with any other Series (except to the extent that such Member or former Member has such a right or claim hereunder as a Member or former Member associated with such other Series or in a capacity other than as a Member or former Member).

(f)Ownership of Series Property. Title to and beneficial interest in Series Property shall be deemed to be held and owned by the relevant Series, and no Member or Members of such Series, individually or collectively, shall have any title to or beneficial interest in specific Series Property or any portion thereof. Each Member of a Series irrevocably waives any right that it may have to maintain an action for partition with respect to its interest in the Company, any Series or any Series Property. Any Series Property may be held or registered in the name of the relevant Series, in the name of a Subsidiary of the relevant Series, in the name of a nominee, or in "street name", as the Board of Directors may determine; provided, however, that Series Property shall be recorded as the property of the relevant Series on the Company's books and records, irrespective of the name in which legal title to such Series Property is held. Any corporation, brokerage firm or transfer agent called upon to transfer any assets to or from the name of any Series shall be entitled to rely upon instructions or assignments signed or purporting to be signed by the Board of Directors or its agents without inquiry as to the authority of the person signing or purporting to sign such instruction or assignment or as to the validity of any transfer to or from the name of such Series.

(g)Prohibition on Issuance of External Debt and Preferred Shares. Neither the Company, nor any Series or any Subsidiary of such Series, shall incur or issue external indebtedness or issue preferred shares (including Preferred Shares) by or that otherwise corresponds to such Series or any Subsidiary of such Series, provided, however, that the Company, a Series or a Subsidiary of a Series may so incur external debt (including through any guarantee of external debt) or issue preferred shares (including Preferred Shares) if the Series or a Subsidiary of such Series receives the net proceeds of such incurrence or issuance or such incurrence of external indebtedness or issuance of preferred shares is approved by the affirmative vote of the holders of not less than a majority of the Common Shares of such Series then Outstanding.

Section 3.3. Authorization to Issue Shares.

(a)The Company may issue Shares, and options, rights, warrants and appreciation rights relating to Shares, for any Company or Series purpose at any time and from time to time to such Persons for such consideration (which may be cash, property, services or any other lawful consideration) or for no consideration and on such terms and conditions as the Board of Directors shall determine, all without the approval of any Members, notwithstanding any provision of Sections 9.1 or 9.2. Each Share shall have the rights and be governed by the provisions set forth in this Agreement (including any Share Designation or Series Designation) and the Bylaws. Except to the extent expressly provided in this Agreement (including any Share Designation or Series Designation), no Shares shall entitle any Member to any preemptive, preferential or similar rights with respect to the issuance of Shares.

(b)As of the date of this Agreement, the Series A‑1 Common Shares have been designated as Common Shares of the A-1 Series, and the Series A-2 Common Shares have been designated as Common Shares of the A-2 Series. As of the date of this Agreement, immediately prior to the initial closing of the Series A-1 IPO, the Initial Member holds an aggregate of 100 Series A-1 Common Shares, which shares will be repurchased by the Company with the net proceeds of the Series A-1 IPO immediately following the initial closing of the Series A-1 IPO. As of the date of this Agreement, the Initial Member holds an aggregate of 100 Series A-2 Common Shares, which shares will be repurchased by the Company with the net proceeds of the Series A-2 IPO immediately following the initial closing of the Series A-2 IPO.

(c)In addition to the Common Shares Outstanding on the date hereof, and without the consent or approval of any Members, additional Shares of a Series may be issued by the Company in one or more classes or series, with such designations, preferences, rights, powers and duties (which may be junior to, equivalent to, or senior or superior to, any existing classes or series of Shares of such Series), as shall be fixed by the Board of Directors and reflected in a written action or actions approved by the Board of Directors in compliance with Section 5.1 (each, a "Share Designation") or in a Series Designation, including (i) the right to share in Series distributions, the dates distributions will be payable and whether distributions with respect to such series or class will be cumulative or non‑cumulative; (ii) rights upon dissolution or termination and liquidation of the Company or such Series; (iv) whether, and the terms and conditions upon which, the Company may redeem the Shares; (v) whether such Shares are issued with the privilege of conversion or exchange and, if so, the conversion or exchange price or prices or rate or rates, or any adjustments thereto, the date or dates on which, or the period or periods during which, the Shares will be convertible or exchangeable and all other terms and conditions upon which the conversion or exchange may be made; (vi) the terms and conditions upon which such Shares will be issued, evidenced by certificates and assigned or transferred; (vii) the terms and amounts of any sinking fund provided for the purchase or redemption of Shares of the class or series; (viii) whether there will be restrictions on the issuance of Shares of the same class or series or any other class or series; and (ix) the right, if any, of the holder of each such Share to vote on Company or Series matters, including matters relating to the relative rights, preferences and privileges of such Shares; provided, however, that no Share Designation shall be required in connection with the issuance of Series A-1 Common Shares; provided, further, that, upon the initial closing of the Series A-2 IPO, the Board of Directors shall approve a Share Designation in respect of the Series A-2 Common Shares. A Share Designation (or any resolution of the Board of Directors amending any Share Designation) shall be effective when a duly executed original of the same is delivered to the Secretary of the Company for inclusion among the permanent records of the Company, and shall be annexed to, and constitute part of, this Agreement. Unless otherwise provided in the applicable Share Designation or Series Designation, the Board of Directors may at any time increase or decrease the amount of Shares of any class or series, but not below the number of Shares of such class or series then Outstanding.

(d)Subject to Section 3.2(g) hereof, and unless otherwise provided in the applicable Share Designation or Series Designation, the Company is authorized to issue in respect of each Series an unlimited number of Common Shares and an unlimited number of Preferred Shares. All Shares issued pursuant to, and in accordance with the requirements of, this Article III shall be validly issued Shares in the Company, except to the extent otherwise provided in the Delaware Act or this Agreement (including any Share Designation or Series Designation).

(e)The Board of Directors may, without the consent or approval of any Members, amend this Agreement and make any filings under the Delaware Act or otherwise to the extent the Board of Directors determines that it is necessary or desirable in order to effectuate any issuance of Shares pursuant to this Article III, including, without limitation, an amendment of Section 3.3(d).

Section 3.4. Series A-1 Common Shares. In addition to the other provisions of this Agreement applicable to Common Shares generally, the Series A-1 Common Shares shall be subject to the following provisions:

(a)Voting.

i.The Series A-1 Common Shares shall entitle the Record Holders thereof to one vote per Share on any and all matters submitted to the consent or approval of Members generally. No separate vote or consent of the Record Holders of Series A-1 Common Shares shall be required for the approval of any matter, except as required by the Delaware LLC Act, except as provided in Section 3.4(a)(ii) or except as provided elsewhere in this Agreement.

ii.The affirmative vote of the holders of not less than a majority of the Series A-1 Common Shares then Outstanding shall be required for:

1.any amendment to this Agreement that would adversely change the rights of the Series A-1 Common Shares;

2.a Significant Transaction;

3.except as provided in Section 10.3(d), mergers, consolidations or conversions of the Company;

4.the termination and winding up of the A-1 Series, following an election by the Board of Directors to terminate the A-1 Series (including, without limitation, following an election by the Board of Directors to dissolve the Company);

5.any incurrence or issuance of external indebtedness or preferred shares (including Preferred Shares) by or that otherwise corresponds to the A-1 Series, the Property A-1 Subsidiary and/or the Subsidiaries of the A-1 Series or the Property A-1 Subsidiary that does not satisfy the conditions described in Section 3.2(g); and

6.all such other matters as the Board of Directors, in its sole discretion, determines shall require the approval of the holders of the Outstanding Series A-1 Common Shares voting as a separate class.

Notwithstanding the foregoing, at any time during the Less Than Majority Period, the affirmative vote of the holders of not less than the Applicable Percentage then Outstanding shall be required for a Significant Transaction.

Furthermore, notwithstanding the foregoing, the separate approval of the holders of Series A-1 Common Shares shall not be required in the case of a Board Redemption pursuant to Section 3.4(e) or for any of the other matters specified under Section 9.3.

For the avoidance of doubt, for so long as the holders of Voting Units have the right pursuant to the Property A-1 Subsidiary Operating Partnership Agreement to vote on any Significant Transaction that is to be voted upon by the holders of Series A-1 Common Shares, such Significant Transaction shall be submitted to the consent or approval of the holders of the Series A-1 Common Shares and the holders of the Voting Units in accordance with the terms of this Agreement and the Property A-1 Subsidiary Operating Partnership Agreement.

(b)Distributions. Subject to the preferential rights, if any, of holders of any other class of Shares of the A-1 Series and to Article XIII, holders of outstanding Series A-1 Common Shares are entitled to receive distributions on the Series A-1 Common Shares on an equal per-Share basis to all holders of Series A-1 Common Shares out of assets legally available for such purposes if, as and when authorized by the Board of Directors and declared and paid by the Company. Distributions in respect of the Series A-1 Common Shares may be made, as determined by the Board of Directors, (1) in cash, (2) in Series A-1 Common Shares or (3) in other securities of the A-1 Series or the Property A-1 Subsidiary (or other Subsidiaries of the A-1 Series or the Property A-1 Subsidiary).

(c)Share Distributions.

i.Subject to the preferential rights, if any, of holders of any other class of Shares of the A-1 Series, the Company may declare and pay distributions to holders of Series A-1 Common Shares that consist of (1) Series A-1 Common Shares on an equal per-Share basis to all holders and (2) other securities of the A-1 Series or the Property A-1 Subsidiary (or other Subsidiaries of the A-1 Series or the Property A-1 Subsidiary) on an equal per-Share basis to all holders.

ii.The Company shall not declare and pay a share distribution with respect to the Common Shares of any Series (other than the A-1 Series) consisting of Series A-1 Common Shares or any other securities of the A-1 Series or the Property A-1 Subsidiary (or other Subsidiaries of the A-1 Series or the Property A-1 Subsidiary).

(d)Valuations of Share Distributions. In the case of distributions of Shares or other securities for which there is an existing trading market, the value of the Shares or other securities included in such distribution will be calculated based on the average Market Price per Share or security over a three Trading Day period immediately preceding the distribution payment date. In the case of distributions of Shares or other securities for which there is no existing trading market, the value of the Shares or other securities included in such distribution will be determined by the Board of Directors in good faith.

(e)Redemption at Option of Board of Directors. At any time following the initial closing of the Series A-1 IPO, the Board of Directors, in its sole discretion, may, at any time, subject to the availability of assets legally available therefor and the preferential rights, if any, of holders of any other class of Shares of the A-1 Series, redeem, on a pro rata basis, all of the outstanding Series A-1 Common Shares in exchange for an aggregate number of outstanding fully paid and non-assessable (if applicable) shares of common stock of, or partnership, limited liability company or other equity interests in, the Property A-1 Subsidiary, a Subsidiary of the Property A-1 Subsidiary and/or any other Subsidiary of the A-1 Series (any such Subsidiary or Subsidiaries, the "A-1 Series Subsidiary" or the "A-1 Series Subsidiaries", as applicable) equal to the number of outstanding shares of common stock of, or partnership or other equity interests in, such A-1 Series Subsidiary (or such A-1 Series Subsidiaries) held by the A-1 Series, provided that (i) substantially all of the assets and liabilities of the A-1 Series are held, directly or indirectly, by such A-1 Series Subsidiary (or such A-1 Series Subsidiaries) and (ii) the holders of Series A-1 OP Units (other than the A-1 Series or an A-1 Series Subsidiary) receive or retain securities or consideration of substantially equivalent value (as determined by the Board of Directors) to the securities being exchanged to the holders of the Series A-1 Common Shares (a "Board Redemption").

In connection with any Board Redemption, the Company may first cause any A-1 Series Subsidiary to elect to be treated as a corporation that will elect and qualify to be taxed as a REIT for U.S. federal income tax purposes (or convert such A-1 Series Subsidiary into a corporation that will so elect and qualify) or convert such A-1 Series Subsidiary into a Delaware statutory trust, including an entity that has an operating partnership subsidiary.

If, at the time of such a Board Redemption, there are outstanding any Convertible Securities convertible into or exercisable for Series A-1 Common Shares that would become exercisable or convertible for shares of, or partnership, limited liability company or other equity interests in, the applicable A-1 Series Subsidiary as a result of such redemption, and the obligation to issue such shares or partnership, limited liability company or equity interests under such Convertible Securities is not assumed or otherwise provided for by such A-1 Series Subsidiary, then the Series A-1 Common Shares underlying such Convertible Securities will be taken into account for purposes of determining the terms of any redemption effected in connection with such Board Redemption.

(f)Distribution or Redemption in Connection with Certain Significant Transactions. In the event of a Disposition by the A-1 Series in a transaction or series of related transactions of all or substantially all the A-1 Series' interest in the Property A-1 Subsidiary, whether held directly or through Subsidiaries of the A-1 Series, or the Property A-1 Subsidiary's interest in the A-1 Property, whether held directly or through Subsidiaries of the Property A-1 Subsidiary, to any Person(s) or group(s) of which the A-1 Series is not a majority owner (whether by merger, consolidation, sale of assets or stock, liquidation, dissolution, winding up or otherwise) (a "Significant Transaction"), the Company shall, upon, or as soon as practicable after, the consummation of such Disposition (but, in any event, no later than the first Business Day following the end of the 10-Trading Day period beginning on the 15^th Trading Day following the consummation of such Disposition), declare and pay a distribution and/or effect a redemption (a "Significant Transaction Distribution/Redemption"), at the sole discretion of the Board of Directors, in accordance with Section 3.4(g). Notwithstanding the preceding sentence, the Company shall be under no obligation to declare and pay and/or effect a Significant Transaction Distribution/Redemption that it might otherwise be required to declare and pay and/or effect pursuant to such sentence (i) in connection with a spin-off or similar disposition of the A-1 Series' entire interest in the A-1 Property to the holders of Series A-1 Common Shares, including any such disposition that is made in connection with a Board Redemption, or (ii) in connection with the liquidation, termination, dissolution or winding up of the Company or the A-1 Series, whether voluntary or involuntary.

(g)Consideration in Connection with Significant Transaction Distribution/Redemption. In connection with any Significant Transaction Distribution/Redemption, the Company may at the sole discretion of the Board of Directors, (i) either (x) subject to the limitations described in Section 3.4(b) and to the other provisions described in this Section 3.4(g), declare and pay a distribution in cash and/or in securities or other property (determined as provided below) to holders of the outstanding Series A-1 Common Shares equally on a share for share basis in an aggregate amount equal to the A-1 Series Net Proceeds of such Significant Transaction; or (y) provided that there are assets legally available therefor and subject to the preferential rights, if any, of holders of any other class of Shares of the A-1 Series, then (A) if such Significant Transaction involves the Disposition of all (not merely substantially all) of the A-1 Series' interest in the Property A-1 Subsidiary or the Property A-1 Subsidiary's interest in the A-1 Property, redeem all outstanding Series A-1 Common Shares in exchange for cash and/or securities or other property (determined as provided below) in an aggregate amount equal to the A-1 Series Net Proceeds of such Significant Transaction; or (B) if such Significant Transaction involves the Disposition of substantially all (but not all) of the A-1 Series' interest in the Property A-1 Subsidiary or the Property A-1 Subsidiary's interest in the A-1 Property, apply an aggregate amount of cash and/or securities or other property (determined as provided below) equal to the A-1 Series Net Proceeds of such Significant Transaction to the redemption of outstanding Series A-1 Common Shares, the number of shares to be redeemed to equal the lesser of (1) the whole number nearest the number determined by dividing the aggregate amount so allocated to the redemption of the Series A-1 Common Shares by the average Market Price of one Series A-1 Common Share during the 10-Trading Day period beginning on the 15th Trading Day following the consummation of such Disposition, and (2) the number of Series A-1 Common Shares outstanding, and (ii) subject to the limitations described in Section 3.4(b) and to the other provisions described in this Section 3.4(g), combine the payment of a distribution on and the redemption of Series A-1 Common Shares for cash and/or other securities or other property as described below.

In the event that the Board of Directors elects the option described in (ii) of the preceding paragraph, a distribution shall first be paid on all the outstanding Series A-1 Common Shares equally on a share for share basis, and some or all of the outstanding Series A-1 Common Shares shall thereafter be redeemed for cash and/or other securities or other property, as follows. The aggregate amount of such distribution shall equal a portion of the total A-1 Series Net Proceeds determined by the Board of Directors in its sole discretion, and the portion of the A-1 Series Net Proceeds to be applied to such a redemption shall equal an amount equal to the total A-1 Series Net Proceeds less the aggregate amount of such distribution. If the Significant Transaction involves the Disposition of all (not merely substantially all) of the A-1 Series' interest in the Property A-1 Subsidiary or the Property A-1 Subsidiary's interest in the A-1 Property, then, following the payment of such distribution, all remaining outstanding Series A-1 Common Shares will be redeemed in exchange for cash and/or securities or other property in an aggregate amount equal to the portion of the A-1 Series Net Proceeds to be applied to the redemption. If the Significant Transaction involves the Disposition of substantially all (but not all) of the A-1 Series' interest in the Property A-1 Subsidiary or the Property A-1 Subsidiary's interest in the A-1 Property, then the portion of the A-1 Series Net Proceeds to be applied to the redemption will be used to redeem a number of shares equal to the lesser of (1) the whole number nearest the number determined by dividing the aggregate amount so allocated to the redemption of the Series A-1 Common Shares by the average Market Price of one Series A-1 Common Share during the 10-Trading Day period beginning on the 15th Trading Day following consummation of the Disposition, and (2) the number of Series A-1 Common Shares outstanding.

For purposes of this Section 3.4, in the case of a Significant Transaction involving a Disposition of the A-1 Series' interest in the Property A-1 Subsidiary or the Property A-1 Subsidiary's interest in the A-1 Property in a series of related transactions, such Disposition shall not be deemed to have been consummated until the consummation of the last of such transactions. Any redemption described in this Section 3.4 shall be effected in accordance with the applicable provisions set forth in Section 3.4(h). For purposes of this Section 3.4, the term "Exchange Shares" shall mean shares of or partnership, limited liability company or other equity interests in the Property A-1 Subsidiary, as the case may be, for which Series A-1 Common Shares may be exchanged pursuant to a Board Redemption or securities which may distributed to Series A-1 Common Shares or for which Series A-1 Common Shares may be exchanged pursuant to a Significant Transaction Redemption/Distribution, as applicable.

In the event that, at the time of any Significant Transaction, there are outstanding any Convertible Securities convertible into or exercisable for Series A-1 Common Shares that would give the holders rights to receive any distribution or redemption consideration related to the Significant Transaction upon exercise, conversion or otherwise, or would adjust as a result of such distribution or redemption to give the holder equivalent economic rights, then the Series A-1 Common Shares underlying such Convertible Securities will be taken into account for purposes of determining the terms of any distribution payment or redemption effected in connection with such Significant Transaction Distribution/Redemption.

For purposes of this Section 3.4, "substantially all" of the A-1 Series' interest in the Property A-1 Subsidiary as of any date shall mean at least 80% of the outstanding partnership, limited liability company or other equity interests in the Property A-1 Subsidiary held by the A-1 Series, whether held directly or through Subsidiaries of the A-1 Series, as of such date, and "substantially all" the Property A-1 Subsidiary's interest in the A-1 Property as of any date shall mean a portion of such real property that represents at least 80% of the Fair Value of such real property attributed to the Property A-1 Subsidiary, whether held directly or through Subsidiaries of the Property A-1 Subsidiary, as of such date.

(h)Certain Procedures Relating to Redemptions and Distributions.

i.The Board of Directors may, in its sole discretion, elect to issue or deliver fractional Exchange Shares in connection with a redemption or distribution or to make a cash payment in lieu of fractional shares, as described below. If the Board of Directors elects not to issue or deliver fractional Exchange Shares, then no such fractional shares shall be issued or delivered in connection with the redemption or distribution, and, in lieu thereof, each holder of Series A-1 Common Shares who would otherwise be entitled to a fractional interest of an Exchange Share shall, upon surrender of such holder's certificate or certificates representing Series A-1 Common Shares, receive a cash payment (without interest) (the "Fractional Payment") equal to the Fair Value of such fractional interest as is determined by the Board of Directors.

ii.No adjustments in respect of distributions shall be made upon the exchange of any Series A-1 Common Shares; provided, however, that, if the Redemption Date with respect to Series A-1 Common Shares shall be subsequent to the Record Date for the payment of a distribution thereon or with respect thereto but prior to the payment or distribution thereof, the Registered Holders of such Shares at the close of business on such Record Date shall be entitled to receive the distribution payable on such Shares on the date set for payment of such distribution, notwithstanding the redemption of such Shares or the Company's default in payment of the distribution due on such date.

iii.At such time or times as the Company exercises its right to cause a Board Redemption, and at the time of any redemption pursuant to any Significant Transaction Redemption/Distribution, the Company shall give notice of such redemption to the holders of Series A-1 Common Shares whose shares are to be redeemed, by mailing by first-class mail a notice of such redemption (a "Redemption Notice"), in the case of a redemption at the discretion of the Board of Directors, not less than 30 nor more than 60 days prior to the date fixed for such redemption (the "Redemption Date"), and, in the case of any other required redemption, as soon as practicable before or after the Redemption Date, in either case, to their last addresses as they appear upon the Company's books. Each such Redemption Notice shall specify the Redemption Date, and shall state that the payment of cash (including any Fractional Payment), issuance of certificates representing the applicable type of Exchange Shares or the delivery of the other applicable property (such cash, Exchange Shares or other property, the “Reference Property”) to be received upon exchange of Series A-1 Common Shares shall be upon surrender of certificates representing such Series A-1 Common Shares.

iv.Before any holder Series A-1 Common Shares shall be entitled to receive any Reference Property, such holder must surrender, at such office as the Company shall specify, certificates for such Series A-1 Common Shares duly endorsed to the Company or in blank or accompanied by proper instruments of transfer to the Company or in blank, unless the Company shall waive such requirement. The Company shall, as soon as practicable after such surrender of certificates representing such Series A-1 Common Shares, pay, issue and/or deliver to the holder for whose account such Series A-1 Common Shares were so surrendered, or to such holder's nominee or nominees, the Reference Property to which such holder shall be entitled.

v.From and after any Redemption Date, all rights of a holder of Series A-1 Common Shares shall cease except for the right, upon surrender of the certificates representing such Series A-1 Common Shares, to receive Reference Property, as described in Section 3.4(h)(i) and Section 3.4(h)(iii) and rights to distributions as described in Section 3.4(h)(ii). No holder of a certificate that immediately prior to the applicable Redemption Date represented Series A-1 Common Shares shall be entitled to receive any dividend or other distribution with respect to Exchange Shares until surrender of such holder's certificate for a certificate or certificates representing Exchange Shares. Upon surrender, the holder shall receive the amount of any dividends or other distributions (without interest) that were payable with respect to a record date after the Redemption Date, but that were not paid by reason of the foregoing with respect to the number of Exchange Shares represented by the certificate or certificates issued upon such surrender.

vi.If any certificate for Exchange Shares is to be issued in a name other than that in which the certificate representing Series A-1 Common Shares surrendered in exchange therefor is registered, it shall be a condition of such issuance that the person requesting the issuance pays any transfer or other taxes required by reason of the issuance of certificates for such Exchange Shares in a name other than that of the record holder of the certificate surrendered, or establishes, to the satisfaction of the Company or its agent, that such tax has been paid or is not applicable. Under no circumstances shall the Company or the A-1 Series be liable to a holder of Series A-1 Common Shares for any Exchange Shares or dividends or distributions thereon delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

(i)Absence of Certain Other Rights. Holders of Series A-1 Common Shares shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no pre-emptive rights to subscribe for any securities of the Company and no preferential rights to distributions of the A-1 Series.

(j)Status of the Property A-1 Subsidiary. For so long as the A-1 Series or one of its Subsidiaries is a general partner of the Property A-1 Subsidiary, the Property A-1 Subsidiary shall deemed to be a Subsidiary of the A-1 Series for purposes of this Agreement.

(k)Issuances of Additional Securities. For so long as the A-1 Series is a party to the Property A-1 Subsidiary Operating Partnership Agreement, the issuance of (a) Series A-1 Common Shares, (b) other classes of Shares of the A-1 Series, (c) rights, options, warrants or convertible or exchangeable securities having the right to subscribe for or purchase Series A-1 Common Shares or any other class of Shares of the A-1 Series or (d) indebtedness issued by the Company and corresponding to the A-1 Series or by the A-1 Series that provides any of the rights described in clause (c) shall be subject to any applicable restrictions set forth in the Property A-1 Subsidiary Operating Partnership Agreement.

(l)Definitions. For the purpose of this Section 3.4, the following terms shall have the following meanings:

"A-1 Property" means the the real property located at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111, together with the improvements thereon.

"A-1 Series Net Proceeds" shall mean, as of any date, with respect to any Disposition of any of the properties and assets of the A-1 Series, an amount, if any, equal to the gross proceeds of such Disposition after any payment of, or reasonable provision for, (a) any preferential amounts, accumulated and unpaid distributions and other obligations in respect of Preferred Shares of the A-1 Series and (b) any amounts that the Board of Directors in its discretion sets aside to fund the A-1 Series' reserves, debt, liabilities or expenses. To the extent the proceeds of any Disposition include any securities or other property other than cash, the Board of Directors shall determine the value of such securities or property; provided that the value of any marketable securities included in such proceeds shall be the average of the daily Market Price of such securities for the 10 consecutive Trading Days beginning on the 15th Trading Day following consummation of the Disposition.

"Applicable Percentage" means the percentage obtained by dividing (a) the number of then outstanding Series A-1 Common Shares by (b) the sum of the number of then outstanding Series A-1 Common Shares and the number of then outstanding Voting Units.

"Disposition" shall mean the sale, transfer, assignment or other disposition (whether by merger, consolidation, sale or contribution of assets or shares, or otherwise) by the A-1 Series or any of its Subsidiaries of properties or assets. Disposition shall not include a merger, consolidation, exchange of shares or other business combination transaction involving the Company in which the A-1 Series continues, immediately following such transaction, to hold the same, direct and indirect, interest in the business, assets and liabilities of the A-1 Series that it held immediately prior to such transaction.

"Fair Value" shall mean, in the case of equity securities or debt securities of a class that has previously been publicly traded for a period of at least three months, the Market Price thereof (if such Market Price, as so defined, can be determined) or, in the case of an equity security or debt security that has not been publicly traded for at least such period, means the fair value per Share of stock or per other unit of such other security, on a fully distributed basis, as determined by an independent investment banking firm experienced in the valuation of securities selected in good faith by the Board of Directors; provided, however, that, in the case of property other than securities, the "Fair Value" thereof shall be determined in good faith by the Board of Directors based upon such appraisals or valuation reports of such independent experts as the Board of Directors shall in good faith determine to be appropriate in accordance with good business practice. Any such determination of Fair Value shall be described in a statement filed with the records of the actions of the Board of Directors.

"Less Than Majority Period" means the period beginning on ___________, 2015 and ending on the first date when the Applicable Percentage is greater than 50%.

"Market Price" of any class or series of securities on any day shall mean the average of the high and low reported sales prices regular way of a security of such class or series on such day (if such day is a Trading Day, and, if such day is not a Trading Day, on the Trading Day immediately preceding such day), or, in case no such reported sale takes place on such Trading Day, the average of the reported closing bid and asked prices regular way of a security of such class or series on such Trading Day, in either case, on the principal National Securities Exchange on which such securities are listed or admitted for trading, or, if the securities of such class or series are not so listed or admitted on such Trading Day, the average of the closing bid and asked prices of a security of such class or series in the over-the-counter market on such Trading Day as furnished by any professional market maker selected from time to time by the Company, or, if such closing bid and asked prices are not made available on such Trading Day (including, without limitation, because such securities are not publicly held), the market value of a security of such class or series as determined by the Board of Directors.

"Property A-1 Subsidiary" means ETRE Property A-1, LP, a Delaware limited partnership, together with its successors and assigns.

"Property A-1 Subsidiary Operating Partnership Agreement" means the Amended and Restated Agreement of Limited Partnership of the Property A-1 Subsidiary, dated as of ___________, 2015, as amended, restated and supplemented from time to time.

"Series A-1 OP Units" means OP Units (as defined in the Property A-1 Subsidiary Operating Partnership Agreement) representing limited partner interests in the Property A-1 Subsidiary.

"Trading Day" shall mean each Business Day other than any day on which any relevant class or series of securities is not available for trading on the principal National Securities Exchange or market on which such securities are listed or admitted for trading or, if the securities of such class or series are not so listed or admitted on such day, the over-the-counter market.

"Voting Units" shall have the meaning set forth in the Property A-1 Subsidiary Operating Partnership Agreement.

Section 3.5. Voting Rights of Common Shares Generally. Subject to the provisions of Article XIII and unless otherwise provided in this Agreement, any Share Designation or Series Designation, (i) Common Shares shall entitle the Record Holders thereof to one vote per Share on any and all matters submitted for the consent or approval of Members generally and (ii) Record Holders of all classes of Common Shares of all Series shall vote together as a single class on all matters as to which all Record Holders of Common Shares are entitled to vote.

Section 3.6. Certificates.

(a)Upon the issuance of Shares by the Company to any Person, the Company may issue one or more Certificates in the name of such Person evidencing the number of such Shares being so issued. Certificates shall be executed on behalf of the Company by the Chairman of the Board, Chief Executive Officer, President or any Vice President and by the Chief Operating Officer, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary. No Certificate representing Shares shall be valid for any purpose until it has been countersigned by the Transfer Agent; provided, however, that if the Board of Directors elects to issue Shares in global form, the Certificates representing Shares shall be valid upon receipt of a certificate from the Transfer Agent certifying that the Shares have been duly registered in accordance with the directions of the Company. Any or all of the signatures required on the Certificate may be by facsimile. If any Officer or Transfer Agent who shall have signed or whose facsimile signature shall have been placed upon any such Certificate shall have ceased to be such Officer or Transfer Agent before such Certificate is issued by the Company, such Certificate may nevertheless be issued by the Company with the same effect as if such Person were such Officer or Transfer Agent at the date of issue. Certificates for each class of Shares shall be consecutively numbered and shall be entered on the books and records of the Company as they are issued and shall exhibit the holder's name and number and type of Shares.

(b)If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate Officers on behalf of the Company shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and class or series of Shares as the Certificate so surrendered. The appropriate Officers on behalf of the Company shall execute, and the Transfer Agent shall countersign and deliver, a new Certificate in place of any Certificate previously issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the Company, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the Company has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the Company, delivers to the Company a bond, in form and substance satisfactory to the Company, with surety or sureties and with fixed or open penalty as the Company may direct to indemnify the Company, the applicable Series and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the Company. If a Member fails to notify the Company within a reasonable time after he has notice of the loss, destruction or theft of a Certificate, and a transfer of the Shares represented by the Certificate is registered before the Company or the Transfer Agent receives such notification, the Member shall be precluded from making any claim against the Company, the applicable Series or the Transfer Agent for such transfer or for a new Certificate. As a condition to the issuance of any new Certificate under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Section 3.7. Record Holders. The Company shall be entitled to recognize the Record Holder as the owner of a Share and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Share on the part of any other Person, regardless of whether the Company shall have actual or other notice thereof, except as otherwise provided by law or any applicable rule, regulation, guideline or requirement of any National Securities Exchange on which such Shares are listed for trading. Without limiting the foregoing, when a Person (such as a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in some other representative capacity for another Person in acquiring and/or holding Shares, as between the Company on the one hand, and such other Persons on the other, such representative Person shall be the Record Holder of such Shares.

Section 3.8. Registration and Transfer of Shares.

Subject to the restrictions on transfer and ownership limitations contained below and in Article XIII hereof:

(a)The Company shall keep or cause to be kept on behalf of the Company and each Series a register that will provide for the registration and transfer of Shares. Unless otherwise provided in any Share Designation or Series Designation, the Transfer Agent is hereby appointed registrar and transfer agent for the purpose of registering Common Shares and transfers of such Common Shares as herein provided. Upon surrender of a Certificate for registration of transfer of any Shares evidenced by a Certificate, the appropriate Officers of the Company shall execute and deliver, and in the case of Common Shares, the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the Record Holder's instructions, one or more new Certificates evidencing the same aggregate number and type of Shares as were evidenced by the Certificate so surrendered, provided, that a transferor shall provide the address and facsimile number for each such transferee as contemplated by Section 12.1.

(b)The Company shall not recognize any transfer of Shares until the Certificates evidencing such Shares, if any, are surrendered for registration of transfer. No charge shall be imposed by the Company for such transfer; provided, that as a condition to the issuance of any new Certificate, the Company may, on behalf of the applicable Series, require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto.

(c)By acceptance of the transfer of any Share, each transferee of a Share (including any nominee holder or an agent or representative acquiring such Shares for the account of another Person) (i) shall be admitted to the Company as a Substitute Member with respect to the Shares so transferred to such transferee when any such transfer or admission is reflected in the books and records of the Company, (ii) shall be deemed to agree to be bound by the terms of this Agreement, (iii) shall become the Record Holder of the Shares so transferred, (iv) grants powers of attorney to the Officers of the Company and any Liquidator of the Company, as specified herein, and (v) makes the consents and waivers contained in this Agreement. The transfer of any Shares and the admission of any new Member shall not constitute an amendment to this Agreement.

(d)Nothing contained in this Agreement shall preclude the settlement of any transactions involving Shares entered into through the facilities of any National Securities Exchange on which such Shares are listed for trading.

Section 3.9. Splits and Combinations.

(a)Subject to paragraph (d) of this Section, Section 3.3 and Section 3.4, and unless otherwise provided in any Share Designation or Series Designation, the Company may make a pro rata distribution of Shares of any class or series of a Series to all Record Holders of such class or series of Shares of a Series, or may effect a subdivision or combination of Shares of any class or series of a Series, in each case, on an equal per-Share basis and so long as, after any such event, any amounts calculated on a per-Share basis or stated as a number of Shares are proportionately adjusted.

(b)Whenever such a distribution, subdivision or combination of Shares is declared, the Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of Shares to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.

(c)Promptly following any such distribution, subdivision or combination, the Company may issue Certificates to the Record Holders of Shares as of the applicable Record Date representing the new number of Shares held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Shares Outstanding, the Company shall require, as a condition to the delivery to a Record Holder of such new Certificate, the surrender of any Certificate held by such Record Holder immediately prior to such Record Date.

(d)Subject to Section 3.4 and unless otherwise provided in any Share Designation or Series Designation, the Company shall not issue fractional Shares upon any distribution, subdivision or combination of Shares. If a distribution, subdivision or combination of Shares would otherwise result in the issuance of fractional Shares, each fractional Share shall be rounded to the nearest whole Share (and a 0.5 Share shall be rounded to the next higher Share).

Section 3.10. Agreements and Bylaws. The rights of all Members and the terms of all Shares are subject to the provisions of this Agreement (including any Share Designation or Series Designation) and the Bylaws.

ARTICLE IV

DISTRIBUTIONS

Section 4.1. Distributions to Record Holders.

(a)Subject to the applicable provisions of the Delaware Act and except as otherwise provided herein, the Board of Directors may, in its sole discretion, at any time and from time to time, declare, make and pay distributions of cash or other assets of a Series to the Members associated with such Series. Subject to the terms of any Share Designation or any Series Designation (including, without limitation, the preferential rights, if any, of holders of any other class of Shares of the applicable Series) and of Article XIII, distributions shall be paid to the holders of the Common Shares of a Series on an equal per-Share basis as of the Record Date selected by the Board of Directors. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to any Member on account of its interest in any Series if such distribution would violate the Delaware Act or other applicable law.

(b)Notwithstanding Section 4.1(a), in the event of the termination and liquidation of a Series, all distributions shall be made in accordance with, and subject to the terms and conditions of, Section 8.3(a).

(c)Each distribution in respect of any Shares of a Series shall be paid by the Company, directly or through the Transfer Agent or through any other Person or agent, only to the Record Holder of such Shares as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Company's and such Series' liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.

ARTICLE V

MANAGEMENT AND OPERATION OF BUSINESS

Section 5.1. Power and Authority of Board of Directors. Except as otherwise expressly provided in this Agreement or the Bylaws, the business and affairs of the Company and each Series shall be managed by or under the direction of a board of directors (the "Board of Directors"). As provided below, the Board of Directors shall have the power and authority to appoint Officers of the Company and each Series, as well as Officers to be associated with a specific Series. The Directors and Officers shall constitute "managers" within the meaning of the Delaware Act. Except as otherwise specifically provided in this Agreement with respect to the Managing Member, no Member, by virtue of its status as such, shall have any management power over the business and affairs of the Company or any Series or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the Company or any Series. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board of Directors, on the one hand, and of the Officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the DGCL. In addition to the powers that now or hereafter can be granted to managers under the Delaware Act and to all other powers granted under any other provision of this Agreement or the Bylaws, the Board of Directors shall have full power and authority to do, and to direct the Officers, subject to the provisions of the Bylaws, to do, all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company and each Series, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:

(a)the making of any expenditures, the lending or, subject to Section 3.2(g), borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into Shares, and the incurring of any other obligations;

(b)the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company and/or any Series;

(c)the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company or any Series or the merger or other combination of the Company with or into another Person (subject, however, to any prior approval of Members that may be required by this Agreement);

(d)the use of the assets of the Company or any Series (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Company, any Series and any Subsidiaries of any Series; the lending of funds to other Persons (including other Group Members); the repayment of obligations of the Company, any Series and any Subsidiaries of any Series; and the making of capital contributions to any Member of the Company associated with any Series or any Subsidiaries of any Series;

(e)the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company or any Series under contractual arrangements to all or particular assets of the Company or any Series);

(f)the declaration and payment of distributions of cash or other assets to Members associated with a Series;

(g)the adoption, amendment and repeal of the Bylaws; provided, however, that if the adoption, amendment or repeal of any Bylaw would operate as an amendment to a provision of this Agreement requiring the approval of any Member (including the Managing Member), such adoption, amendment or repeal will not be effective without the approval of the Members as would be required by this Agreement were such provision to be amended;

(h)the election and removal of officers of the Company and/or associated with any Series ("Officers") in the manner prescribed in the Bylaws;

(i)the selection and dismissal of employees, agents, outside attorneys, accountants, consultants and contractors (including, without limitation, the Administrative Agent) and the determination of their compensation and other terms of employment or hiring, and the creation and operation of employee benefit plans, employee programs and employee practices;

(j)the solicitation of proxies from holders of any class of Shares issued on or after the date of this Agreement that entitles the holders thereof to vote on any matter submitted for consent or approval of Members under this Agreement and the Bylaws;

(k)the maintenance of insurance for the benefit of the Company Group or any Group Member and the Indemnified Persons;

(l)the formation of, or acquisition or disposition of an interest in, and the contribution of property and the making of loans to, any limited or general partnership, joint venture, corporation, limited liability company or other entity or arrangement;

(m)the control of any matters affecting the rights and obligations of the Company or any Series, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or remediation, and the incurring of legal expense and the settlement of claims and litigation;

(n)the indemnification of any Person against liabilities and contingencies to the extent permitted by law;

(o)the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Shares from, or requesting that trading be suspended on, any such exchange;

(p)the issuance, sale or other disposition, and the purchase or other acquisition, of Shares or options, rights, warrants or appreciation rights relating to Shares;

(q)the undertaking of any action in connection with the Company's or any Series' interest or participation in any Group Member;

(r)the registration of any offer, issuance, sale or resale of Shares or other securities or any Series issued or to be issued by the Company under the Securities Act and any other applicable securities laws (including any resale of Shares or other securities by Members or other security holders);

(s)the execution and delivery of agreements with Affiliates of the Company to render services to a Group Member (including, without limitation, administrative services agreements among the Administrative Agent, any Series and the Subsidiaries of such Series);

(t)the adoption, amendment and repeal of the Inter-Series Policy and the delegation to the Administrative Agent and the Inter-Series Committee of the authority to interpret, make determinations under and oversee the implementation of the policies set forth in the Inter-Series Policy; and

(u)unless otherwise provided in the Series Designation establishing a Series or in a Share Designation related to such Series, the granting of rights to holders of equity interests in entities controlled by such Series to vote on matters to be voted upon by Members associated with such Series, either as a separate class or with such Members and on any such basis as the Board of Directors shall determine.

Section 5.2. Number; Nominations and Elections; Removals; Vacancies. The number of Directors initially shall be seven, which number may be increased or decreased by the Managing Member. The number of Directors may not be fewer than one. The names of the initial Directors are:

Paul Frischer

Jesse Stein

Scott Panzer

Jay Anderson

John Gregorits

Joseph Capezza

Mark Filanowski

The Managing Member shall have the sole power to (i) nominate and elect all Directors to the Board of Directors, (ii) set the number of Directors of the Board of Directors, (iii) remove any Director, with or without cause, at any time and (iv) fill any vacancies on the Board of Directors. Each of the Directors will hold office for an annual term, or until his or her resignation or removal by the Managing Member. It shall not be necessary to list in this Agreement the names and addresses of any Directors hereinafter elected.

Section 5.3. Resignation. Any Director may resign by written notice to the Board of Directors, effective upon execution and delivery to the Company of such written notice or upon any future date specified in the notice.

Section 5.4. Determinations by Board. Except as may otherwise be required by law, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Board of Directors consistent with this Agreement, shall be final and conclusive and shall be binding upon the Company and each Series and every holder of Shares: the amount of the net income of any Series for any period and the amount of assets at any time legally available for the payment of distributions or redemption of Shares; the amount of paid‑in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of any class or series of Shares; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by any Series or of any Shares; the number of Shares of any class or series of a Series of the Company; any matter relating to the acquisition, holding and disposition of any assets by any Series; the evaluation of any competing interests among the Series and the resolution of any conflicts of interests among the Series; or any other matter relating to the business and affairs of the Company or any Series or required or permitted by applicable law, this Agreement or the Bylaws or otherwise to be determined by the Board of Directors. The Company shall prepare a statement of any determination by the Board of Directors, respecting the fair market value of any properties, assets or securities, and shall file such statement with the Secretary of the Company.

Section 5.5. Committees of the Board of Directors.

(a)General. The Board of Directors may by resolution establish one or more committees of the Board of Directors and appoint from among its members or other natural Persons to serve on such committees at the pleasure of the Board of Directors. The Board of Directors may delegate to such committees any of the powers of the Board of Directors, except as prohibited by law.

(b)Property Oversight Committee.

i.Establishment. A property oversight committee of the Board of Directors (the "Property Oversight Committee") is hereby established exclusively for, and associated exclusively with, the A-1 Series. The Property Oversight Committee shall have the authority and discretion for resolving certain disagreements resulting in stalemates between the REIT General Partner and the Fortis General Partner, but solely to the extent that an action may be presented to the Property Oversight Committee for the final determination as to whether such action shall be taken under the terms of the Property A-1 Subsidiary Operating Partnership Agreement.

ii.Membership; Composition; Vacancies. The Property Oversight Committee shall be comprised of Directors or other natural Persons (each such Person, a "Committee Member") who shall be appointed in accordance with the provisions of this Section 5.5(b). Each Committee Member shall be exclusively associated with the A-1 Series. The number of Committee Members constituting the Property Oversight Committee shall at all times be five. The Property Oversight Committee shall be comprised of three individuals designated by the Board of Directors (the "REIT Committee Members"), and two individuals designated by the Fortis General Partner (the "Fortis General Partner Committee Members"). In the event that a vacancy is created on the Property Oversight Committee at any time due to the death, disability, retirement, resignation or removal of a Committee Member, then the party who appointed such vacating Committee Member shall have the right to designate an individual to fill such vacancy; provided that all REIT Committee Members shall either be (i) real estate professionals with at least 10 years’ experience in the capital, asset and property management of an asset similar to the A-1 Property, or (ii) consented to by the Fortis General Partner to serve as REIT Committee Members

iii.Duties of Committee Members.

1.Except as provided in Section 5.5(b)(iii)(B) below, each Committee Member will owe the same duties and obligations to the Company, the Series and the Members as a Director, whether or not such Committee Member is a Director.

2.Notwithstanding anything to the contrary herein or under any applicable law, including, without limitation, Section 18-1101(c) of the Delaware Act, any Fortis General Partner Committee Member who is not a Director, in exercising his or her rights under this Section 5.5(b) in his or her capacity as a Committee Member, shall be entitled to consider only such interests and factors as he or she desires, including his or her own interests, and shall have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting the Company, any Series or any Members, and shall not be subject to any other or different standards imposed by this Agreement, any other agreement contemplated hereby, under the Delaware Act or under any other applicable law or in equity. To the maximum extent permitted by applicable law, any Fortis General Partner Committee Member who is not a Director shall not have any duty (including any fiduciary duty) to the Company, any Series or the Members, including any fiduciary duty associated with self‑dealing or corporate opportunities, all of which are hereby expressly waived, provided that this Section 5.5(b)(iii)(B) shall not in any way reduce or otherwise limit the specific obligations of any such Fortis General Partner Committee Member expressly provided in this Section 5.5(b) or in any other agreement with the Company or any Series and such other obligations, if any, as are required by applicable laws.

iv.Removal; Resignation.

1.A REIT Committee Member may be removed or replaced at any time from the Property Oversight Committee, with or without cause, upon, and only upon, the written request of the Board of Directors.

2.A Fortis General Partner Committee Member may be removed or replaced at any time from the Property Oversight Committee, with or without cause, upon, and only upon, the written request of the Fortis General Partner.

3.A Committee Member may resign at any time from the Property Oversight Committee by delivering his written resignation to the Board of Directors. Any such resignation shall be effective upon receipt thereof unless it is specified to be effective at some other time or upon the occurrence of some other event. The Board of Directors' acceptance of a resignation shall not be necessary to make it effective.

v.Quorum; Actions of Property Oversight Committee. A majority of the Committee Members shall constitute a quorum for the transaction of business at any meeting of the Property Oversight Committee. If a quorum shall not be present at any meeting of the Property Oversight Committee, then the Committee Members present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. The act of a majority of the Committee Members shall be the act of the Property Oversight Committee. Meetings of the Property Oversight Committee may be held either in person or by means of telephone or video conference or other communications device that permits all Committee Members participating in the meeting to hear each other, at the offices of the Company or such other place (either within or outside the State of Delaware) as may be determined from time to time by the Property Oversight Committee.

vi.Notice of Meetings. Written notice of each meeting of the Property Oversight Committee shall be given to each Committee Member at least 72 hours prior to each such meeting. Attendance of a Committee Member at any meeting shall constitute a waiver of notice of such meeting, except where a Committee Member attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Property Oversight Committee need be specified in the notice or waiver of notice of such meeting.

vii.Action by Written Consent. Any action required or permitted to be taken at any meeting of the Property Oversight Committee may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each Committee Member and is filed with the minutes of proceedings of the Approval Matters Committee.

viii.Amendments. Notwithstanding any provision in this Agreement to the contrary, no amendment to this Section 5.5(b) may be made without the prior written approval of the Fortis General Partner. The Company acknowledges and agrees that the Fortis General Partner shall be a third-party beneficiary of the provisions of this Section 5.5(b).

ix.Termination. This Section 5.5(b) shall cease to have any force or effect on the Fortis Stepdown Date.

x.Definitions. For the purpose of this Section 5.5(b), the following terms shall have the following meanings:

"A-1 Property" means the the real property located at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111, together with the improvements thereon.

"Fortis General Partner" means Lincoln Street Manager, LLC, in its capacity as one of the two general partners of the Property A-1 Subsidiary.

"Fortis Stepdown Date" shall have the meaning set forth in the Property A-1 Subsidiary Operating Partnership Agreement.

"Property A-1 Subsidiary" means ETRE Property A-1, LP, a Delaware limited partnership, together with its successors and assigns.

"REIT General Partner" means the A-1 Series, in its capacity as one of the two general partners of the Property A-1 Subsidiary.

Section 5.6. Exculpation, Indemnification, Advances and Insurance.

(a)Subject to other applicable provisions of this Article V, to the fullest extent permitted by applicable law, the Indemnified Persons shall not be liable to the Company, any Series, any Subsidiary of any Series, any Director of the Company or associated with any Series, any Member or any holder of any equity interest in any Subsidiary of any Series, for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company or any Series, this Agreement or any investment made or held by the Company or any Series, including with respect to any acts or omissions made while serving at the request of the Company or on behalf of any Series as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses and Liabilities are associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, "Expenses and Liabilities") arising from the performance of any of their duties or obligations in connection with their service to the Company and/or each such Series or this Agreement, or any investment made or held by the Company, each such Series or any Subsidiaries of such Series, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company or such Series under Delaware law, a Director or Officer of the Company or associated with such Series or any Subsidiary of such Series, or an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan at the request of the Company or on behalf of such Series. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company, any Series or any Subsidiary of any Series (including any indebtedness which the Company, any Series or any Subsidiary of any Series has assumed or taken subject to), and the Officers are hereby authorized and empowered, on behalf of the Company or any Series, to enter into one or more indemnity agreements consistent with the provisions of this Section 5.6 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this Section 5.6(a) that the Company and each applicable Series indemnify each Indemnified Person to the fullest extent permitted by law.

(b)The provisions of this Agreement and the Bylaws, to the extent they restrict the duties and liabilities of an Indemnified Person otherwise existing at law or in equity, including Section 5.8, are agreed by each Member to modify such duties and liabilities of the Indemnified Person to the extent permitted by law.

(c)Any indemnification under this Section 5.6 (unless ordered by a court) shall be made by the Company and each applicable Series unless the Board of Directors determines in the specific case that indemnification of the Indemnified Person is not proper in the circumstances because such person has not met the applicable standard of conduct set forth in Section 5.6(a). Such determination shall be made by a majority vote of the Directors who are not parties to the applicable suit, action or proceeding. To the extent, however, that an Indemnified Person has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such Indemnified Person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such Indemnified Person in connection therewith, notwithstanding an earlier determination by the Board of Directors that the Indemnified Person had not met the applicable standard of conduct set forth in Section 5.6(a).

(d)Notwithstanding any contrary determination in the specific case under Section 5.6(c), and notwithstanding the absence of any determination thereunder, any Indemnified Person may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 5.6(a). The basis of such indemnification by a court shall be a determination by such court that indemnification of the Indemnified Person is proper in the circumstances because such Indemnified Person has met the applicable standards of conduct set forth in Section 5.6(a). Neither a contrary determination in the specific case under Section 5.6(c) nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the Indemnified Person seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5.6(d) shall be given to the Company promptly upon the filing of such application. If successful, in whole or in part, the Indemnified Person seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

(e)To the fullest extent permitted by law, expenses (including attorneys' fees) incurred by an Indemnified Person in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company and each applicable Series in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company and each such Series as authorized in this Section 5.6.

(f)The indemnification and advancement of expenses provided by or granted pursuant to this Section 5.6 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under this Agreement, or any other agreement, vote of Members or disinterested Directors or otherwise, and shall continue as to an Indemnified Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnified Person unless otherwise provided in a written agreement with such Indemnified Person or in the writing pursuant to which such Indemnified Person is indemnified, it being the policy of the Company that indemnification of the persons specified in Section 5.6(a) shall be made to the fullest extent permitted by law. The provisions of this Section 5.6 shall not be deemed to preclude the indemnification of any person who is not specified in Section 5.6(a) but whom the Company or an applicable Series has the power or obligation to indemnify under the provisions of the Delaware Act.

(g)The Company and any Series may, but shall not be obligated to, purchase and maintain insurance on behalf of any Person entitled to indemnification under this Section 5.6 against any liability asserted against such Person and incurred by such Person in any capacity to which they are entitled to indemnification hereunder, or arising out of such Person's status as such, whether or not the Company would have the power or the obligation to indemnify such Person against such liability under the provisions of this Section 5.6.

(h)The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 5.6 shall, unless otherwise provided when authorized or ratified, shall inure to the benefit of the heirs, executors and administrators of any person entitled to indemnification under this Section 5.6.

(i)The Company and any Series may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Company and/or such Series and to the employees and agents of the Company Group similar to those conferred in this Section 5.6 to Indemnified Persons.

(j)If this Section 5.6 or any portion of this Section 5.6 shall be invalidated on any ground by a court of competent jurisdiction the Company and each applicable Series shall nevertheless indemnify each Indemnified Person as to expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, proceeding or investigation, whether civil, criminal or administrative, including a grand jury proceeding or action or suit brought by or in the right of the Company, to the full extent permitted by any applicable portion of this Section 5.6 that shall not have been invalidated.

(k)Each of the Indemnified Persons may, in the performance of his, her or its duties, consult with legal counsel and accountants, and any act or omission by such Person on behalf of the Company or any Series in furtherance of the interests of the Company or such Series in good faith in reliance upon, and in accordance with, the advice of such legal counsel or accountants will be full justification for any such act or omission, and such Person will be fully protected for such acts and omissions; provided that such legal counsel or accountants were selected with reasonable care by or on behalf of the Company or such Series.

(l)An Indemnified Person shall not be denied indemnification in whole or in part under this Section 5.6 because the Indemnified Person had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(m)Any liabilities which an Indemnified Person incurs as a result of acting on behalf of the Company or any Series (whether as a fiduciary or otherwise) in connection with the operation, administration or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such liabilities are in the form of excise taxes assessed by the Internal Revenue Service, penalties assessed by the Department of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other funding mechanism, or otherwise) shall be treated as liabilities indemnifiable under this Section 5.6, to the maximum extent permitted by law.

(n)A Director shall, in the performance of his duties, be fully protected in relying in good faith upon the records of the Company and any Series and on such information, opinions, reports or statements presented to the Company by any of the Officers or employees of the Company and/or associated with any Series or any other Group Member, or committees of the Board of Directors, or by any other Person as to matters the Director reasonably believes are within such other Person's professional or expert competence.

(o)Any amendment, modification or repeal of this Section 5.6 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of or other rights of any indemnitee under this Section 5.6 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted and provided such Person became an indemnitee hereunder prior to such amendment, modification or repeal.

Section 5.7. Duties of Officers and Directors.

(a)Except as otherwise expressly provided in this Agreement or required by the Delaware Act, (i) the duties and obligations owed to the Company by the Officers and Directors shall be the same as the duties and obligations owed to a corporation organized under DGCL by its officers and directors, respectively, and (ii) the duties and obligations owed to the Members by the Officers and Directors shall be the same as the duties and obligations owed to the stockholders of a corporation under the DGCL by its officers and directors, respectively.

(b)The Board of Directors shall have the right to exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it thereunder either directly or by or through the duly authorized Officers of the Company and/or associated with a Series, and the Board of Directors shall not be responsible for the misconduct or negligence on the part of any such Officer duly appointed or duly authorized by the Board of Directors in good faith.

(c)In addition, the duties and obligations (including fiduciary duties) owed to the Company by the Directors under Section 5.7(a) shall extend to each Series separately. In the event of any conflicts of interest among the different Series, each of the Directors shall be permitted to take into account the competing interests of the different Series in discharging his or her duties and obligations (including fiduciary duties) and taking action on behalf of each Series.

(d)Unless otherwise provided by the Board of Directors or pursuant to any Series Designation, each member of a committee of the Board of Directors established by the Board of Directors or pursuant to any Series Designation will owe the same duties and obligations to the Company, the Series and the Members as a Director, whether or not such committee member is a Director.

Section 5.8. Standards of Conduct and Modification of Duties of the Managing Member.

Notwithstanding anything to the contrary herein or under any applicable law, including, without limitation, Section 18-1101(c) of the Delaware Act, the Managing Member, in exercising its rights hereunder in its capacity as the managing member of the Company, shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting the Company, any Series or any Members, and shall not be subject to any other or different standards imposed by this Agreement, any other agreement contemplated hereby, under the Delaware Act or under any other applicable law or in equity. To the maximum extent permitted by applicable law, the Managing Member shall not have any duty (including any fiduciary duty) to the Company, any Series, the Members or any other Person, including any fiduciary duty associated with self‑dealing or corporate opportunities, all of which are hereby expressly waived, provided that this Section 5.8 shall not in any way reduce or otherwise limit the specific obligations of the Managing Member expressly provided in this Agreement or in any other agreement with the Company or any Series and such other obligations, if any, as are required by applicable laws.

Section 5.9. Contractual Relationship with the Administrative Agent. To the maximum extent permitted by applicable law, the obligations of the Administrative Agent to the Company, any Series, the Members or any other Person shall be limited to the specific obligations of the Administrative Agent expressly provided in any administrative agency agreement or other contract between the Administrative Agent and the Company, any Series and/or any Subsidiary of a Series, and the Administrative Agent shall not have any other duty (including any fiduciary duty) to the Company, any Series, the Members or any other Person, including any fiduciary duty associated with self‑dealing or corporate opportunities, all of which are hereby expressly waived.

Section 5.10. Outside Activities. It shall be deemed not to be a breach of any duty (including any fiduciary duty) or any other obligation of any type whatsoever of any Director or Affiliates of such Director (other than any express obligation contained in any agreement to which such Person and the Company, any Series or any Subsidiary of a Series are parties) to engage in outside business interests and activities in preference to or to the exclusion of the Company or any Series or in direct competition with the Company or any Series; provided such Director or Affiliate does not engage in such business or activity as a result of or using confidential information provided by or on behalf of the Company or any Series to such Director. Directors shall have no obligation hereunder or as a result of any duty expressed or implied by law to present business opportunities to the Company or any Series that may become available to Affiliates of such Director. None of any Group Member, any Member or any other Person shall have any rights by virtue of a Director's duties as a Director, this Agreement or any Group Member Agreement in any business ventures of any Director.

Section 5.11. Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company or any Series shall be entitled to assume that the Board of Directors and any Officer authorized by the Board of Directors to act on behalf of and in the name of the Company or any Series has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company or such Series and to enter into any authorized contracts on behalf of the Company or such Series, and such Person shall be entitled to deal with the Board of Directors or any Officer as if it were the Company's or such Series' sole party in interest, both legally and beneficially. Each Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Board of Directors or any Officer in connection with any such dealing. In no event shall any Person dealing with the Board of Directors or any Officer or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Board of Directors or any Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company or any Series by the Board of Directors or any Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement and/or the Bylaws were in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company or any Series and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company or the applicable Series.

Section 5.12. Certain Conflicts of Interest. The resolution of any Conflict of Interest approved by Special Approval shall be conclusively deemed to be fair and reasonable to the Company and the Members and not a breach of any duty hereunder at law, in equity or otherwise.

ARTICLE VI

BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 6.1. Records and Accounting. The Board of Directors shall keep or cause to be kept at the principal office of the Company appropriate books and records with respect to the business of the Company and each Series, including all books and records necessary to provide to the Members any information required to be provided pursuant to this Agreement. Any books and records maintained by or on behalf of the Company or any Series in the regular course of its business, including the record of the Members, books of account and records of Company or Series proceedings, may be kept on, or be in the form of, computer disks, hard drives, punch cards, magnetic tape, photographs, micrographics or any other information storage device; provided, that the books and records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Company shall be maintained, for tax and financial reporting purposes, on an accrual basis in accordance with U.S. GAAP.

Section 6.2. Fiscal Year. Unless otherwise provided in a Series Designation, the fiscal year for tax and financial reporting purposes of each Series shall be a calendar year ending December 31 unless otherwise required by the Code. The fiscal year for financial reporting purposes of the Company shall be a calendar year ending December 31.

ARTICLE VII

TAX MATTERS

Section 7.1. Tax Treatment. The Company intends to be treated as a non-entity and intends to treat each Series as a separate business entity, in each case, for U.S. federal income tax purposes.

Section 7.2. Qualifying and Maintaining Qualification as a REIT. From the Initial Date (as defined in Article XIII) of a Series until the Restriction Termination Date (as defined in Article XIII) of such Series, the Board of Directors shall take such action from time to time as the Board of Directors determines is necessary or appropriate in order to maintain such Series' qualification as a REIT; provided, however, if the Board of Directors determines that it is no longer in the best interests of a Series to continue to be qualified as a REIT, the Board of Directors may authorize a Series to revoke or otherwise terminate the its REIT election pursuant to Section 856(g) of the Code. The Board of Directors also may determine that compliance with any restriction or limitation on share ownership and transfers set forth in Article XIII is no longer required for REIT qualification. It is intended that each Series elect to be treated as a corporation that will elect to be taxed as a REIT prior to the Initial Date of such Series until the Restriction Termination Date of such Series.

ARTICLE VIII

DISSOLUTION, TERMINATION AND LIQUIDATION

Section 8.1. Dissolution and Termination.

(a)The Company shall not be dissolved by the admission of Substitute Members or Additional Members associated with any Series. The Company shall dissolve, and its affairs shall be wound up, upon:

i.an election to dissolve the Company by the Board of Directors that is separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares of each Series then Outstanding entitled to vote thereon;

ii.the sale, exchange or other disposition of all or substantially all of the assets and properties of all Series;

iii.the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; or

iv.at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Delaware Act.

(b)A Series shall not be terminated by the admission of Substitute Members or Additional Members associated with such Series. Unless otherwise provided in the Series Designation establishing such Series or in a Share Designation related to such Series, a Series shall terminate, and its affairs shall be wound up, upon:

i.the dissolution of the Company pursuant to Section 8.1(a);

ii.an event set forth as an event of termination of such Series in the Series Designation establishing such Series; or

iii.an election to terminate the Series by the Board of Directors that is approved by the affirmative vote of the holders of not less than a majority of the Shares of such Series then Outstanding entitled to vote on such termination.

Section 8.2. Liquidator. Upon dissolution of the Company or termination of any Series, the Board of Directors shall select one or more Persons to act as Liquidator.

In the case of a dissolution of the Company, (i) the Liquidator (if other than the Board of Directors) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares of each Series then Outstanding entitled to vote on such liquidation; (ii) the Liquidator (if other than the Board of Directors) shall agree not to resign at any time without 15 days' prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares of each Series then Outstanding entitled to vote on such liquidation; (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares of each Series then Outstanding entitled to vote on such liquidation. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Board of Directors under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of an Series, other than in connection with a dissolution of the Company, the Board of Directors shall act as Liquidator.

Section 8.3. Liquidation of a Series. In connection with the liquidation of a Series, whether as a result of the dissolution of the Company or the termination of such Series, the Liquidator shall proceed to dispose of the assets of such Series, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as determined by the Liquidator, subject to Sections 18‑215 and 18‑804 of the Delaware Act, the terms of any Share Designation or Series Designation and the following:

(a)Subject to Section 8.3(c), the assets may be disposed of by public or private sale or by distribution in kind to one or more Members associated with such Series on such terms as the Liquidator and such Member or Members may agree. If any property is distributed in kind, the Member receiving the property shall be deemed for purposes of Section 8.3(c) to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Members associated with such Series. Notwithstanding anything to the contrary contained in this Agreement, the Members understand and acknowledge that a Member associated with a Series may be compelled to accept a distribution of any asset in kind from such Series despite the fact that the percentage of the asset distributed to such Member exceeds the percentage of that asset which is equal to the percentage in which such Member shares in distributions from the Company in respect of such Series. The Liquidator may defer liquidation or distribution of the Series' assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the assets would be impractical or would cause undue loss to the Members associated with such Series. The Liquidator may distribute the Series' assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Members associated with the Series.

(b)Liabilities of each Series include amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 8.2) and amounts to Members associated with such Series otherwise than in respect of their distribution rights under Article IV. With respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment. When paid, any unused portion of the reserve shall be applied to other liabilities or distributed as additional liquidation proceeds.

(c)Subject to the terms of any Share Designation or Series Designation (including, without limitation, the preferential rights, if any, of holders of any other class of Shares of the applicable Series), all property and all cash in excess of that required to discharge liabilities as provided in Section 8.3(b) shall be distributed to the holders of the Common Shares of the Series on an equal per-Share basis.

Section 8.4. Cancellation of Certificate of Formation. In the case of a dissolution of the Company, upon the completion of the distribution of Series cash and property in connection the termination of all Series, the Certificate of Formation and all qualifications of the Company as a foreign limited liability company in jurisdictions other than the State of Delaware shall be canceled and such other actions as may be necessary to terminate the Company shall be taken.

Section 8.5. Return of Contributions. None of any member of the Board of Directors or any Officer of the Company or associated with any Series will be personally liable for, or have any obligation to contribute or loan any monies or property to the Company or any Series to enable it to effectuate, the return of the Capital Contributions of the Members associated with a Series, or any portion thereof, it being expressly understood that any such return shall be made solely from Series assets.

Section 8.6. Waiver of Partition. To the maximum extent permitted by law, each Member hereby waives any right to partition of the Company or Series property.

ARTICLE IX

AMENDMENT OF AGREEMENT

Section 9.1. General. Except as provided in Section 9.2, Section 9.3, Section 9.4, and Section 9.5 or in any Share Designation or Series Designation, the Board of Directors may amend any of the terms of this Agreement but only in compliance with the terms, conditions and procedures set forth in this Section 9.1. If the Board of Directors desires to amend any provision of this Agreement other than pursuant to Section 9.3, then it shall first adopt a resolution setting forth the amendment proposed, declaring its advisability, and then (i) call a special meeting of the Members entitled to vote in respect thereof for the consideration of such amendment, (ii) direct that the amendment proposed be considered at the next annual meeting of the Members, if any, or (iii) to the extent permitted by the applicable Share Designation or Series Designation, seek the written consent of the Members. Amendments to this Agreement may be proposed only by or with the consent of the Board of Directors. Such special or annual meeting shall be called and held upon notice in accordance with Article XI of this Agreement and the Bylaws. The notice shall set forth such amendment in full or a brief summary of the changes to be effected thereby, as the Board of Directors shall deem advisable. At the meeting, a vote of Members entitled to vote thereon shall be taken for and against the proposed amendment. A proposed amendment shall be effective upon its approval by the affirmative vote of the holders of not less than a majority of the Common Shares of all Series then Outstanding, voting together as a single class, unless a greater percentage is required under this Agreement or by Delaware law.

Section 9.2. Super‑Majority Amendments. Notwithstanding Section 9.1, the affirmative vote of the holders of Outstanding Common Shares of all Series representing at least two‑thirds of the total votes that may be cast by all such Outstanding Common Shares, voting together as a single class, shall be required to alter or amend any provision of this Section 9.2 or Section 9.4(b).

Section 9.3. Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 9.1, the Board of Directors, without the approval of any Member, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:

(a)a change in the name of the Company, the location of the principal place of business of the Company, the registered agent of the Company or the registered office of the Company;

(b)the admission, substitution, withdrawal or removal of Members in accordance with this Agreement;

(c)a change that the Board of Directors determines to be necessary or appropriate to qualify or continue the qualification of the Company as a limited liability company under the laws of any state or to ensure that each Series will continue to qualify as a REIT for U.S. federal income tax purposes or otherwise not be taxed as an entity for U.S. federal income tax purposes, other than as the Company specifically so designates;

(d)a change that, in the sole discretion of the Board of Directors, it determines (i) does not adversely affect the Members (including adversely affecting the holders of any particular class or series of Shares of a Series as compared to other holders of other classes or series of Shares) in any material respect, (ii) to be necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware Act), (iii) to be necessary, desirable or appropriate to facilitate the trading of the Shares (including, without limitation, the division of any class or classes or series of Outstanding Shares into different classes or series to facilitate uniformity of tax consequences within such classes or series of Shares) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which Shares are or will be listed for trading, compliance with any of which the Board of Directors deems to be in the best interests of the Company and the Members, (iv) to be necessary or appropriate in connection with action taken by the Board of Directors pursuant to Section 3.10, (v) are necessary to preserve the Managing Member's right to appoint, remove or nominate directors, set the number of Directors or fill vacancies on the Board of Directors or (vi) is required to effect the intent expressed in any Offering Document or the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement;

(e)a change in the fiscal year or taxable year of the Company or any Series and any other changes that the Board of Directors determines to be necessary or appropriate as a result of a change in the fiscal year or taxable year of the Company or any Series;

(f)an amendment that the Board of Directors determines, based on the advice of counsel, to be necessary or appropriate to prevent the Company or its Directors, Officers, trustees or agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or "plan asset" regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;

(g)an amendment that the Board of Directors determines to be necessary or appropriate in connection with the issuance of any additional Series A-1 Common Shares or Series A-2 Common Shares, the establishment or creation of additional Series pursuant to Section 3.2 or the authorization, establishment, creation or issuance of any class or series of Shares of any Series pursuant to Section 3.2 and the admission of Additional Members;

(h)any other amendment expressly permitted in this Agreement to be made by the Board of Directors acting alone;

(i)an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 10.3;

(j)an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Company of, or investment by the Company or any Series in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Company or any Series of activities permitted by the terms of Section 2.4;

(k)a merger, conversion or conveyance pursuant to Section 10.3(d); or

(l)any other amendments substantially similar to the foregoing.

Section 9.4. Certain Amendment Requirements.

(a)Notwithstanding the provisions of Sections 9.1 and 9.3, no provision of this Agreement that establishes a percentage of Outstanding Shares required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the affirmative vote of holders of Outstanding Shares whose aggregate Outstanding Shares constitute not less than the voting requirement sought to be reduced.

(b)Notwithstanding the provisions of Sections 9.1 and 9.3, but subject to Section 9.2, no amendment to this Agreement may (i) enlarge the obligations of any Member without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 9.3(c), (ii) change Section 8.1(a), (iii) change the term of the Company or, (iv) except as set forth in Section 8.1(a), give any Person the right to dissolve the Company.

(c)Except as provided in Section 10.3, and subject to Section 3.4(a) and the terms of any Series Designation or Share Designation, and without limitation of the Board of Directors' authority to adopt amendments to this Agreement without the approval of any Members as contemplated in Section 9.1, notwithstanding the provisions of Section 9.1, any amendment that would have a material adverse effect on the rights or preferences of any class or series of Shares of a Series in relation to other classes or series of Shares of such Series must be approved by the holders of a majority of the Outstanding Shares of the class or series affected.

Section 9.5. Approval of Managing Member. Notwithstanding any provision in this Agreement or the Bylaws to the contrary, no amendment to this Agreement or the Bylaws may be made that would adversely affect the Managing Member's right to appoint, remove or nominate Directors, set the number of Directors or fill vacancies on the Board of Directors, without the prior written approval of the Managing Member.

ARTICLE X

MERGER, CONSOLIDATION OR CONVERSION

Section 10.1. Authority. The Company may merge or consolidate with one or more limited liability companies or "other business entities" as defined in Section 18‑209 of the Delaware Act, or convert into any such entity, whether such entity is formed under the laws of the State of Delaware or any other state of the United States of America, pursuant to a written agreement of merger or consolidation ("Merger Agreement") or a written plan of conversion ("Plan of Conversion"), as the case may be, in accordance with this Article X.

Section 10.2. Procedure for Merger, Consolidation or Conversion. A merger, consolidation or conversion of the Company pursuant to this Article X requires the prior approval of the Board of Directors.

(a)If the Board of Directors shall determine to consent to the merger or consolidation, the Board of Directors shall approve the Merger Agreement, which shall set forth:

i.the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate;

ii.the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the "Surviving Business Entity");

iii.the terms and conditions of the proposed merger or consolidation;

iv.the manner and basis of exchanging or converting the rights or securities of, or interests in, each constituent business entity for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity; and if any rights or securities of, or interests in, any constituent business entity are not to be exchanged or converted solely for, or into, cash, property, rights, or securities of or interests in, the Surviving Business Entity, the cash, property, rights, or securities of or interests in, any limited liability company or other business entity which the holders of such rights, securities or interests are to receive, if any;

v.a statement of any changes in the constituent documents or the adoption of new constituent documents (the certificate of formation or limited liability company agreement, articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;

vi.the effective time of the merger or consolidation, which may be the date of the filing of the certificate of merger or consolidation pursuant to Section 10.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger or consolidation is to be later than the date of the filing of the certificate of merger or consolidation, the effective time shall be fixed no later than the time of the filing of the certificate of merger or consolidation or the time stated therein); and

vii.such other provisions with respect to the proposed merger or consolidation that the Board of Directors determines to be necessary or appropriate.

(b)If the Board of Directors shall determine to consent to the conversion, the Board of Directors may approve and adopt a Plan of Conversion containing such terms and conditions that the Board of Directors determines to be necessary or appropriate.

Section 10.3. Approval by Members of Merger, Consolidation or Conversion or Sales of Substantially All Assets.

(a)Except as provided in Section 10.3(d), the Board of Directors, upon its approval of the Merger Agreement or Plan of Conversion, as the case may be, shall direct that the Merger Agreement or Plan of Conversion, as applicable, be submitted to a vote of the Members, whether at an annual meeting or a special meeting, in either case, in accordance with the requirements of Article IX and the Bylaws. A copy or a summary of the Merger Agreement or Plan of Conversion, as applicable, shall be included in or enclosed with the notice of meeting.

(b)Except as provided in Section 10.3(d), the Merger Agreement or Plan of Conversion, as applicable, shall be approved upon receiving the separate approval by the affirmative vote of the holders of not less than a majority of the Common Shares of each Series then Outstanding entitled to vote thereon unless the Merger Agreement or Plan of Conversion, as applicable, contains any provision that, if contained in an amendment to this Agreement, the provisions of this Agreement or the Delaware Act would require for its approval the vote or consent of a greater percentage of the Outstanding Shares or of any other class or series of Members, in which case such greater percentage vote or consent shall be required for approval of the Merger Agreement or Plan of Conversion, as applicable.

(c)Except as provided in Section 10.3(d), after such approval by vote or consent of the Members, and at any time prior to the filing of the certificate of merger or a certificate of conversion pursuant to Section 10.4, the merger, consolidation or conversion may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement or the Plan of Conversion, as the case may be.

(d)Notwithstanding anything else contained in this Article X or in this Agreement, the Board of Directors is permitted, without Member approval, to convert the Company into a new limited liability entity, or to merge the Company into, or convey all of the Series' assets to, another limited liability entity, or which shall be newly formed and shall have no assets, liabilities or operations at the time of such conversion, merger or conveyance other than those it receives from the Company if (i) the Board of Directors has received an Opinion of Counsel that the conversion, merger or conveyance, as the case may be, would not result in the loss of the limited liability of any Member, (ii) the sole purpose of such conversion, merger or conveyance is to effect a mere change in the legal form of the Company into another limited liability entity and (iii) the governing instruments of the new entity provide the Members and the Board of Directors with substantially the same rights and obligations as are herein contained.

(e)Members are not entitled to dissenters' rights of appraisal in the event of a merger, consolidation or conversion pursuant to this Article X, a sale of all or substantially all of the assets of all the Series or the Series' Subsidiaries, or any other similar transaction or event.

(f)The Board of Directors may not cause the Company and/or the Series to sell, exchange or otherwise dispose of all or substantially all of all the Series' assets, in one transaction or a series of related transactions, or approve on behalf of the Company and the Series any such sale, exchange or other disposition, without receiving the separate approval by the affirmative vote of the holders of not less than a majority of the Common Shares of each Series then Outstanding entitled to vote thereon; provided, however, that, subject to Section 3.2(g), the foregoing will not limit the ability of the Board of Directors to authorize the Series to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Series without the approval of any Member.

(g)Each Merger, consolidation or conversion approved pursuant to this Article X shall provide that all holders of Common Shares of a Series shall be entitled to receive the same consideration pursuant to such transaction with respect to each of their Common Shares of such Series.

Section 10.4. Certificate of Merger or Conversion. Upon the required approval by the Board of Directors and the Members of a Merger Agreement or a Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

Section 10.5. Effect of Merger. At the effective time of the certificate of merger:

(a)all of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities shall be vested in the Surviving Business Entity and after the merger or consolidation shall be the property of the Surviving Business Entity and all other things and causes of action belonging to each of those business entities, shall be vested in the Surviving Business Entity to the extent they were of each constituent business entity;

(b)the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the merger or consolidation;

(c)all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved unimpaired; and

(d)all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it.

ARTICLE XI

MEMBER MEETINGS

Section 11.1. Meetings. There shall be an annual meeting of the Members, to be held on proper notice at such time (after the delivery of the annual report) and convenient location as shall be determined by or in the manner prescribed in the Bylaws, for the transaction of any business within the power of the Company or the Series. Except as otherwise provided in this Agreement, special meetings of Members may be called in the manner provided in the Bylaws. Any meeting may be adjourned and reconvened as the Directors determine or as provided in the Bylaws.

Section 11.2. Voting Rights. Subject to the provisions of any class or series of Shares of any Series then Outstanding, the Members shall be entitled to vote only on the following matters: (a) amendment of this Agreement to the extent and as provided in Article IX; (b) dissolution of the Company or termination of a Series to the extent and as provided in Section 8.1; (c) merger or consolidation of the Company, or the sale or disposition of all or substantially all of the Series' assets, to the extent and as provided in Article X; (d) any incurrence or issuance of external indebtedness or preferred shares (including Preferred Shares) by or that otherwise corresponds to a Series or any Subsidiary of such Series to the extent and as provided in Section 3.2(g); and (e) such other matters with respect to which the Board of Directors has adopted a resolution declaring that a proposed action is advisable and directing that the matter be submitted to the Members for approval or ratification. Except with respect to the foregoing matters, no action taken by the Members at any meeting shall in any way bind the Board of Directors. For the avoidance of doubt, the holders of the Series A-1 Common Shares shall have the right vote on the matters specified in Section 3.4.

Section 11.3. Extraordinary Actions. Except as specifically provided in this Agreement, notwithstanding any provision of law permitting or requiring any action to be taken or authorized by the affirmative vote of the holders of a greater number of votes, any such action shall be effective and valid if taken or approved by the affirmative vote of holders of Shares entitled to cast a majority of all the votes entitled to be cast on the matter.

Section 11.4. Board Approval. The submission of any action of the Company or a Series to Members for their consideration shall first be approved by the Board of Directors.

Section 11.5. Action By Members without a Meeting. Any Share Designation or Series Designation may provide that any action required or permitted to be taken by the holders of the Shares to which such Share Designation relates or the Members associated with the Series to which such Series Designation relates may be taken without a meeting by the written consent of such holders or Members entitled to cast a sufficient number of votes to approve the matter as required by statute, this Agreement or the Bylaws of the Company, as the case may be.

Section 11.6. Managing Member. The Managing Member shall generally not be entitled to vote on matters submitted to the Members for approval; provided, however, that the Managing Member's prior written approval shall be required for any amendment to this Agreement or the Bylaws specified in Section 9.6.

ARTICLE XII

GENERAL PROVISIONS

Section 12.1. Addresses and Notices. Any notice, demand, request, report or proxy materials required or permitted to be given or made to a Member under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States mail or by other means of written communication to the Member at the address described below. Any notice, payment or report to be given or made to a Member hereunder shall be deemed conclusively to have been given or made, and the obligation to give such notice or report or to make such payment shall be deemed conclusively to have been fully satisfied, upon sending of such notice, payment or report to the Record Holder of such Shares at his address as shown on the records of the Transfer Agent or as otherwise shown on the records of the Company, regardless of any claim of any Person who may have an interest in such Shares by reason of any assignment or otherwise. An affidavit or certificate of making of any notice, payment or report in accordance with the provisions of this Section 12.1 executed by the Company, the Transfer Agent or the mailing organization shall be prima facie evidence of the giving or making of such notice, payment or report. If any notice, payment or report addressed to a Record Holder at the address of such Record Holder appearing on the books and records of the Transfer Agent or the Company is returned by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver it, such notice, payment or report and any subsequent notices, payments and reports shall be deemed to have been duly given or made without further mailing (until such time as such Record Holder or another Person notifies the Transfer Agent or the Company of a change in his address) if they are available for the Member at the principal office of the Company for a period of one year from the date of the giving or making of such notice, payment or report to the other Members. Any notice to the Company (including any Series) shall be deemed given if received by the Secretary at the principal office of the Company designated pursuant to Section 2.3. The Board of Directors and the Officers may rely and shall be protected in relying on any notice or other document from a Member or other Person if believed by it to be genuine.

Section 12.2. Further Action. The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 12.3. Binding Effect.. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

Section 12.4. Integration. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

Section 12.5. Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company or any Series.

Section 12.6. Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.

Section 12.7. Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto or, in the case of a Person acquiring a Share, upon accepting the Certificate evidencing such Share.

Section 12.8. Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflict of laws. Each Member (i) irrevocably submits to the non‑exclusive jurisdiction and venue of any Delaware state court or U.S. federal court sitting in Wilmington, Delaware in any action arising out of this Agreement and (ii) consents to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court.

Section 12.9. Invalidity of Provisions. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

Section 12.10. Consent of Members. Each Member hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Members, such action may be so taken upon the concurrence of less than all of the Members and each Member shall be bound by the results of such action.

Section 12.11. Facsimile Signatures. The use of facsimile signatures affixed in the name and on behalf of the transfer agent and registrar of the Company on certificates representing Shares is expressly permitted by this Agreement.

ARTICLE XIII

RESTRICTIONS ON TRANSFER AND OWNERSHIP OF SHARES

Section 13.1. Definitions. For the purpose of this Article XIII, the following terms shall have the following meanings:

"Aggregate Ownership Limit" shall mean not more than 9.8 percent (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding Shares of a Series, or such other percentage determined by the Board of Directors in accordance with Section 13.9.

"Beneficial Ownership" shall mean ownership of Shares of a Series by a Person, whether the interest in the Shares of such Series is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 544 of the Code, as modified by Sections 856(h)(1)(B) and 856(h)(3) of the Code. The terms "Beneficial Owner", "Beneficially Owns" and "Beneficially Owned" shall have the correlative meanings.

"Business Day" shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close.

"Charitable Beneficiary" shall mean one or more beneficiaries of the Trust as determined pursuant to Section 13.11(f), provided that each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

"Common Share Ownership Limit" shall mean not more than 9.8 percent (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding Common Shares of a Series, or such other percentage determined by the Board of Directors in accordance with Section 13.9.

"Constructive Ownership" shall mean ownership of Shares of a Series by a Person, whether the interest in the Shares of such Series is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code. The terms "Constructive Owner", "Constructively Owns" and "Constructively Owned" shall have the correlative meanings.

"Excepted Holder" shall mean a Person for whom an Excepted Holder Limit is created by this Agreement or by the Board of Directors pursuant to Section 13.8.

"Excepted Holder Limit" shall mean, provided that the affected Excepted Holder agrees to comply with any requirements established by the Board of Directors pursuant to Section 13.8 and subject to adjustment pursuant to Section 13.9, the percentage limit established by the Board of Directors pursuant to Section 13.8.

"Initial Date" shall mean, with respect to any Series, unless otherwise provided in the Series Designation of such Series, the date of the closing of the Initial Offering of such Series, provided that such Series intends to qualify as a REIT.

"Initial Offering" shall mean, with respect to any Series, the first issuance and sale for cash of Common Shares of such Series to any Person other than an Affiliate of the Company pursuant to (i) a public offering registered under the Securities Act or (ii) a private offering in accordance with Rule 144A, Regulation D or Regulation S of the Securities Act.

"Market Price" on any date shall mean, with respect to any class or series of outstanding Shares of a Series, the Closing Price for such Shares on such date. The "Closing Price" on any date shall mean the last sale price for such Shares, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such Shares, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the NASDAQ or, if such Shares are not listed or admitted to trading on the NASDAQ, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal National Securities Exchange on which such Shares are listed or admitted to trading or, if such Shares are not listed or admitted to trading on any National Securities Exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the principal automated quotation system that may then be in use or, if such Shares are not quoted by any such system, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such Shares selected by the Board of Directors of the Company or, in the event that no trading price is available for such Shares, the fair market value of the Shares, as determined in good faith by the Board of Directors of the Company.

"Person" shall mean, solely for the purposes of this Article XIII, an individual, corporation, partnership, estate, trust (including a trust qualified under Sections 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity and also includes a group as that term is used for purposes of Section 13(d)(3) of the Exchange Act and a group to which an Excepted Holder Limit applies.

"Prohibited Owner" shall mean with respect to any purported Transfer, any Person who, but for the provisions of Section 13.2, would Beneficially Own or Constructively Own Shares of a Series and, if appropriate in the context, shall also mean any Person who would have been the Record Holder of the Shares that the Prohibited Owner would have so owned.

"Restriction Termination Date" means, with respect to any Series, the first day after the Initial Date on which the Board of Directors determines in accordance with Section 7.2 that it is no longer in the best interests of the Series to continue to qualify as a REIT or that compliance with any restriction or limitation on ownership and transfers of Shares of the Series set forth in this Article XIII is no longer required in order for such Series to qualify as a REIT.

"Transfer" shall mean any issuance, sale, transfer, gift, assignment, devise or other disposition, as well as any other event that causes any Person to acquire or change its Beneficial Ownership or Constructive Ownership, or any agreement to take any such actions or cause any such events, of Shares of a Series or the right to vote or receive distributions on Shares of a Series, including (a) the granting or exercise of any option (or any disposition of any option), (b) any disposition of any securities or rights convertible into or exchangeable for Shares of a Series or any interest in Shares of a Series or any exercise of any such conversion or exchange right and (c) Transfers of interests in other entities that result in changes in Beneficial Ownership or Constructive Ownership of Shares of a Series; in each case, whether voluntary or involuntary, whether owned of record, Constructively Owned or Beneficially Owned and whether by operation of law or otherwise. The terms "Transferring" and "Transferred" shall have the correlative meanings.

"Trust" shall mean any trust provided for in Section 13.11(a).

"Trustee" shall mean the Person that is unaffiliated with the Company, any Series or any Prohibited Owner, that is appointed by the Company to serve as trustee of the Trust.

Section 13.2. Ownership Limitations. During the period commencing on the Initial Date of a Series and prior to the Restriction Termination Date of such Series, but subject to Section 13.12:

(a)Basic Restrictions.

i. (1) No Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Shares of such Series in excess of the Aggregate Ownership Limit, (2) no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Common Shares of such Series in excess of the Common Share Ownership Limit and (3) no Excepted Holder shall Beneficially Own or Constructively Own Shares of such Series in excess of the Excepted Holder Limit for such Excepted Holder.

ii.No Person shall Beneficially Own or Constructively Own Shares of such Series to the extent that such Beneficial Ownership or Constructive Ownership of Shares of such Series would result in the Series being "closely held" within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), or otherwise failing to qualify as a REIT (including, but not limited to, Beneficial Ownership or Constructive Ownership that would result in the Series owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Series from such tenant could cause the Series to fail to satisfy any of the gross income requirements of Section 856(c) of the Code).

iii.Any Transfer of Shares of such Series that, if effective, would result in the Shares of such Series being beneficially owned by fewer than 100 Persons (determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares of such Series.

(b)Transfer in Trust. If any Transfer of Shares of such Series occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning Shares of such Series in violation of Section 13.2(a)(i) or (ii).

i.then that number of Shares of such Series the Beneficial Ownership or Constructive Ownership of which otherwise would cause such Person to violate Section 13.2(a)(i) or (ii) (rounded up to the nearest whole share) shall be automatically transferred to a Trust for the benefit of a Charitable Beneficiary, as described in Section 13.11, effective as of the close of business on the Business Day prior to the date of such Transfer, and such Person shall acquire no rights in such shares; or

ii.if the transfer to the Trust described in clause (i) of this sentence would not be effective for any reason to prevent the violation of Section 13.2(a)(i) or (ii), then the Transfer of that number of Shares of such Series that otherwise would cause any Person to violate Section 13.2(a)(i) or (ii) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares of such Series.

Section 13.3. Remedies for Breach. If the Board of Directors or any duly authorized committee thereof shall at any time determine in good faith that a Transfer or other event has taken place that results in a violation of Section 13.2 or that a Person intends to acquire or has attempted to acquire Beneficial Ownership or Constructive Ownership of any Shares of a Series in violation of Section 13.2 (whether or not such violation is intended), the Board of Directors or such committee thereof shall take such action as it deems advisable to refuse to give effect to or to prevent such Transfer or other event, including, without limitation, causing the Company to redeem shares, refusing to give effect to such Transfer on the books of the Company or instituting proceedings to enjoin such Transfer or other event; provided, however, that any Transfer or attempted Transfer or other event in violation of Section 13.2 shall automatically result in the transfer to the Trust described above, and, where applicable, such Transfer (or other event) shall be void ab initio as provided above irrespective of any action (or non-action) by the Board of Directors or such committee thereof.

Section 13.4. Notice of Restricted Transfer. Any Person who acquires or attempts or intends to acquire Beneficial Ownership or Constructive Ownership of Shares of a Series that will or may violate Section 13.2(a) or any Person who would have owned Shares of a Series that resulted in a transfer to the Trust pursuant to the provisions of Section 13.2(b) shall immediately give written notice to the Company of such event or, in the case of such a proposed or attempted transaction, give at least 15 days prior written notice, and shall provide to the Company such other information as the Company may request in order to determine the effect, if any, of such Transfer on the Series' qualification as a REIT.

Section 13.5. Owners Required To Provide Information. From the Initial Date of a Series and prior to the Restriction Termination Date of such Series:

(a)every owner of five percent or more (or such lower percentage as required by the Code or the U.S. Treasury Department regulations promulgated thereunder) of the outstanding Shares of such Series, within 30 days after the end of each taxable year, shall give written notice to the Company stating the name and address of such owner, the number of Shares of each class and series of such Series Beneficially Owned and a description of the manner in which such Shares are held. Each such owner shall promptly provide to the Company in writing such additional information as the Company may request in order to determine the effect, if any, of such Beneficial Ownership on the Series’ qualification as a REIT and to ensure compliance with the Common Share Ownership Limit and the Aggregate Ownership Limit; and

(b)each Person who is a Beneficial Owner or Constructive Owner of Shares of such Series and each Person (including the Member of record) who is holding Shares of such Series for a Beneficial Owner or Constructive Owner shall promptly provide to the Company in writing such information as the Company may request, in good faith, in order to determine the Series’ qualification as a REIT and to comply with the requirements of any taxing authority or governmental authority or to determine such compliance.

Section 13.6. Remedies Not Limited. Subject to Section 7.2, nothing contained in this Article XIII shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Company and a Series and the interests of the Members associated with such Series in preserving such Series’ qualification as a REIT.

Section 13.7. Ambiguity. In the case of an ambiguity in the application of any of the provisions of this Article XIII, the Board of Directors shall have the power to determine the application of the provisions of this Article XIII with respect to any situation based on the facts known to it. In the event Article XIII requires an action by the Board of Directors and this Agreement fails to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of this Article XIII. Absent a decision to the contrary by the Board of Directors (which the Board may make in its sole and absolute discretion), if a Person would have (but for the remedies set forth in Section 13.3) acquired Beneficial Ownership or Constructive Ownership of Shares a Series in violation of Section 13.2, such remedies (as applicable) shall apply first to the Shares of such Series which, but for such remedies, would have been Beneficially Owned or Constructively Owned (but not actually owned) by such Person, pro rata among the Persons who actually own such Shares of such Series based upon the relative number of the Shares of such Series held by each such Person.

Section 13.8. Exceptions.

(a)Subject to Section 13.2(a)(ii), the Board of Directors, in its sole discretion, may exempt (prospectively or retroactively) a Person from the Aggregate Ownership Limit and/or the Common Share Ownership Limit, as the case may be, and may establish or increase an Excepted Holder Limit for such Person if the Board of Directors determines, based on such representations and undertakings as it may require, that:

i.such exemption will not cause the Beneficial Ownership or Constructive Ownership of Shares of the applicable Series of any individual (as defined in Section 542(a)(2) of the Code as modified by Section 856(h)(3) of the Code) to violate Section 13.2(a)(ii); and

ii.such Person does not and will not Constructively own an interest in a tenant of such Series (or a tenant of any entity owned or controlled by such Series) that would cause such Series to own, actually or Constructively, more than a 9.9% interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant (for this purpose, a tenant from whom the Series (or an entity owned or controlled by the Series) derives (and is expected to continue to derive) a sufficiently small amount of revenue such that, in the opinion of the Board of Directors, rent from such tenant would not adversely affect the Series’ ability to qualify as a REIT shall not be treated as a tenant of the Series).

(b)Prior to granting any exception pursuant to Section 13.8(a), the Board of Directors may require a ruling from the Internal Revenue Service, or an opinion of counsel, in either case in form and substance satisfactory to the Board of Directors in its sole discretion, as it may deem necessary or advisable in order to determine or ensure a Series’ qualification as a REIT. Notwithstanding the receipt of any ruling or opinion, the Board of Directors may impose such conditions or restrictions as it deems appropriate in connection with granting such exception.

(c)Subject to Section 13.2(a)(iii), an underwriter which participates in a public offering or a private placement of Shares of a Series (or securities convertible into or exchangeable for Shares of a Series) may Beneficially Own or Constructively Own Shares of such Series (or securities convertible into or exchangeable for Shares of such Series) in excess of the Aggregate Ownership Limit, the Common Share Ownership Limit, or both such limits, but only to the extent necessary to facilitate such public offering or private placement.

(d)The Board of Directors may only reduce the Excepted Holder Limit for an Excepted Holder: (1) with the written consent of such Excepted Holder at any time, or (2) pursuant to the terms and conditions of the agreements and undertakings entered into with such Excepted Holder in connection with the establishment of the Excepted Holder Limit for that Excepted Holder. No Excepted Holder Limit shall be reduced to a percentage that is less than the Common Share Ownership Limit or Aggregate Ownership Limit, as applicable.

Section 13.9. Increase or Decrease in Aggregate Ownership and Common Share Ownership Limits.

(a)Subject to Section 13.2(a)(ii), the Board of Directors may from time to time increase or decrease the Common Share Ownership Limit and the Aggregate Ownership Limit; provided, however, that any decreased Common Share Ownership Limit and/or Aggregate Ownership Limit will not be effective for any Person whose percentage ownership in Common Shares or Shares of the applicable Series is in excess of such decreased Common Share Ownership Limit and/or Aggregate Ownership Limit until such time as such Person’s percentage of Common Shares or Shares of such Series equals or falls below the decreased Common Share Ownership Limit and/or Aggregate Ownership Limit, but any further acquisition of Common Shares or Shares of such Series in excess of such percentage ownership of Common Shares or Shares of such Series will be in violation of the Common Share Ownership Limit and/or Aggregate Ownership Limit and, provided further, that any increased or decreased Common Share Ownership Limit and/or Aggregate Ownership Limit would not allow five or fewer Persons to Beneficially Own more than 49.9% in value of the outstanding Shares of such Series.

(b)Prior to increasing or decreasing the Common Share Ownership Limit or the Aggregate Ownership Limit pursuant to Section 13.9(a), the Board of Directors may require such opinions of counsel, affidavits, undertakings or agreements, in any case in form and substance satisfactory to the Board of Directors in its sole discretion, as it may deem necessary or advisable in order to determine or ensure the applicable Series’ qualification as a REIT.

Section 13.10. Legend. Each certificate for Shares of a Series, if certificated, or any written statement of information in lieu of a certificate delivered to a holder of uncertificated Shares of a Series shall bear substantially the following legend:

"The shares represented by this certificate are subject to restrictions on Beneficial Ownership and Constructive Ownership and Transfer for the purpose, among others, of the [Name] Series' maintenance of its qualification as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). Subject to certain further restrictions and except as expressly provided in the Operating Agreement, (i) no Person may Beneficially Own or Constructively Own Common Shares in excess of 9.8 percent (in value or number of shares, whichever is more restrictive) of the outstanding Common Shares of the [Name] Series, unless such Person is exempt from such limitation or is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially Own or Constructively Own Shares in excess of 9.8 percent (in value or number of shares, whichever is more restrictive) of the outstanding Shares of the [Name] Series, unless such Person is exempt from such limitation or is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (iii) no Person may Beneficially Own or Constructively Own Shares that would result in the [Name] Series being "closely held" under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), or otherwise cause the [Name] Series to fail to qualify as a REIT; and (iv) any Transfer of Shares of the [Name] Series that, if effective, would result in the Shares being beneficially owned by less than 100 Persons (as determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares.

Any Person who Beneficially Owns or Constructively Owns or attempts to Beneficially Own or Constructively Own Shares of the [Name] Series which causes or will cause a Person to Beneficially Own or Constructively Own Shares of the [Name] Series in excess or in violation of the above limitations must immediately notify the Company or, in the case of such a proposed or attempted transaction, give at least 15 days prior written notice. If any of the restrictions on transfer or ownership as set forth in (i) through (iii) above are violated, the Shares of the [Name] Series in excess or in violation of the above limitations will be automatically transferred to a Trustee of a Trust for the benefit of one or more Charitable Beneficiaries. In addition, the [Name] Series may redeem Shares upon the terms and conditions specified by the Board of Directors in its sole discretion if the Board of Directors determines that ownership or a Transfer or other event may violate the restrictions described above. Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described in (i) through (iii) above may be void ab initio. All capitalized terms in this legend have the meanings defined in the Operating Agreement, as the same may be amended from time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Shares of the [Name] Series on request and without charge. Requests for such a copy may be directed to the Secretary of the Company at its principal office."

Instead of the foregoing legend, the certificate or written statement of information delivered in lieu of a certificate, if any, may state that the Company will furnish a full statement about certain restrictions on transferability to a Member on request and without charge.

Section 13.11. Transfer of Shares in Trust.

(a)Ownership in Trust. Upon any purported Transfer or other event described in Section 13.2(b) that would result in a transfer of Shares of a Series to a Trust, such Shares of such Series shall be deemed to have been transferred to the Trustee as trustee of a Trust for the exclusive benefit of one or more Charitable Beneficiaries. Such transfer to the Trustee shall be effective as of the close of business on the Business Day prior to the purported Transfer or other event that results in the transfer to the Trust pursuant to Section 13.2(b). The Trustee shall be appointed by the Company and shall be a Person unaffiliated with the Company, any Series and any Prohibited Owner. Each Charitable Beneficiary shall be designated by the Company as provided in Section 13.11(f).

(b)Status of Shares Held by the Trustee. Shares of a Series held by the Trustee shall be issued and outstanding Shares of such Series. The Prohibited Owner shall have no rights in the shares held by the Trustee. The Prohibited Owner shall not benefit economically from ownership of any Shares held in trust by the Trustee, shall have no rights to distributions and shall not possess any rights to vote or other rights attributable to the Shares held in the Trust.

(c)Distribution and Voting Rights. The Trustee shall have all voting rights and rights to distributions with respect to Shares of a Series held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any distribution paid prior to the discovery by the Company that the Shares of a Series have been transferred to the Trustee shall be paid by the recipient of such distribution to the Trustee upon demand and any distribution authorized but unpaid shall be paid when due to the Trustee. Any distribution so paid to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to Shares held in the Trust and, subject to Delaware law, effective as of the date that the Shares of a Series have been transferred to the Trust, the Trustee shall have the authority (at the Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Company that the Shares of such Series have been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company has already taken irreversible limited liability company action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article XIII, until the Company has received notification that Shares of a Series have been transferred into a Trust, the Company shall be entitled to rely on its share transfer and other Member records for purposes of preparing lists of Members entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of Members.

(d)Sale of Shares by Trustee. Within 20 days of receiving notice from the Company that Shares of a Series have been transferred to the Trust, the Trustee of the Trust shall sell the Shares held in the Trust to a person, designated by the Trustee, whose ownership of the Shares will not violate the ownership limitations set forth in Section 13.2(a). Upon such sale, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 13.11(d). The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the Shares or, if the event causing the Shares to be held in the Trust did not involve a purchase of such Shares at Market Price, the Market Price of the Shares on the day of the event causing the Shares to be held in the Trust and (2) the price per Share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares held in the Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 13.11(c). Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Company that Shares of a Series have been transferred to the Trustee, such Shares are sold by a Prohibited Owner, then (i) such Shares shall be deemed to have been sold on behalf of the Trust and (ii) to the extent that the Prohibited Owner received an amount for such Shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 13.11(d), such excess shall be paid to the Trustee upon demand.

(e)Purchase Right in Shares Transferred to the Trustee. Shares of a Series transferred to the Trustee shall be deemed to have been offered for sale to the Company, or its designee, at a price per Share equal to the lesser of (i) the price per Share in the transaction that resulted in such Transfer to the Trust (or, if the event that resulted in the Transfer to the Trust did not involve a purchase of such Shares at Market Price, the Market Price of such Shares on the day of the event that resulted in the Transfer of such Shares to the Trust) and (ii) the Market Price on the date the Company, or its designee, accepts such offer. The Company may reduce the amount payable to the Trustee by the amount of distributions which has been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 13.11(c) and may pay the amount of such reduction to the Trustee for the benefit of the Charitable Beneficiary. The Company shall have the right to accept such offer until the Trustee has sold the Shares held in the Trust pursuant to Section 13.11(d). Upon such a sale to the Company, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner.

(f)Designation of Charitable Beneficiaries. By written notice to the Trustee, the Company shall designate one or more nonprofit organizations to be the Charitable Beneficiary of the interest in the Trust such that the Shares of a Series held in the Trust would not violate the restrictions set forth in Section 13.2(a) in the hands of such Charitable Beneficiary. Neither the failure of the Company to make such designation nor the failure of the Company to appoint the Trustee before its automatic transfer provided for in Section 13.2(b) shall make such transfer ineffective, provided that the Company thereafter makes such designation and appointment.

Section 13.12. NASDAQ Transactions. Nothing in this Article XIII shall preclude the settlement of any transaction entered into through the facilities of the NASDAQ or any other National Securities Exchange or automated inter-dealer quotation system. The fact that the settlement of any transaction occurs shall not negate the effect of any other provision of this Article XIII and any transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Article XIII.

Section 13.13. Enforcement. The Company is authorized specifically to seek equitable relief, including injunctive relief, to enforce the provisions of this Article XIII.

Section 13.14. Non-Waiver. No delay or failure on the part of the Company or the Board of Directors in exercising any right hereunder shall operate as a waiver of any right of the Company or the Board of Directors, as the case may be, except to the extent specifically waived in writing.

Section 13.15. Severability. If any provision of this Article XIII or any application of any such provision is determined to be invalid by any federal or state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected and other applications of such provisions shall be affected only to the extent necessary to comply with the determination of such court.

Remainder of page intentionally left blank.

IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

INITIAL MEMBER ASSOCIATED WITH

THE A-1 SERIES

_____________________________

Jesse Stein

INITIAL MEMBER ASSOCIATED WITH

THE A-2 SERIES

______________________________

Jesse Stein

MANAGING MEMBER

ETRE Financial, LLC

By: __________________________

Name: Paul Frischer

Title: Authorized Person

COMPANY

ETRE REIT, LLC

By: ___________________________

Name: Paul Frischer

Title: Authorized Person

Exhibit 3.4

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

ETRE PROPERTY A-1, L.P.

A DELAWARE LIMITED PARTNERSHIP

______________________________________________________________________________

THE PARTNERSHIP INTERESTS ISSUED PURSUANT TO THIS AGREEMENT OF LIMITED PARTNERSHIP HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY OTHER APPLICABLE SECURITIES OR "BLUE SKY" LAWS, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH PARTNERSHIP INTERESTS ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THIS AGREEMENT.

___________________________________________________________________



Clause		Page
Article I DEFINED TERMS		2
Article II ORGANIZATIONAL MATTERS		19
Section 2.01.	Organization	19
Section 2.02.	Name	19
Section 2.03.	Registered Office and Agent; Principal Office	20
Section 2.04.	Power of Attorney	20
Section 2.05.	Term	21
Section 2.06.	Partnership Interests as Securities	21
Article III PURPOSE		21
Section 3.01.	Purpose and Business	21
Section 3.02.	Powers	21
Section 3.03.	Partnership Only for Partnership Purposes Specified	22
Section 3.04.	Representations and Warranties by the Parties	22
Article IV CAPITAL CONTRIBUTIONS		23
Section 4.01.	Capital Contributions of the Partners	23
Section 4.02.	Classes of Partnership Units	23
Section 4.03.	Issuances of Additional Partnership Interests	24
Section 4.04.	Additional Funds and Capital Contributions	25
Section 4.05.	Equity Incentive Plan	28
Section 4.06.	No Interest; No Return	29
Section 4.07.	Other Contribution Provisions	29
Section 4.08.	Not Publicly Traded	29
Section 4.09.	No Third Party Beneficiary	29
Article V DISTRIBUTIONS		29
Section 5.01.	Requirement and Characterization of Distributions	29
Section 5.02.	Distributions In Kind	31
Section 5.03.	Amounts Withheld	31
Section 5.04.	Distributions Upon Liquidation	31
Section 5.05.	Distributions to Reflect Issuance of Additional Partnership Units	31
Section 5.06.	Restricted Distributions	31
Article VI ALLOCATIONS		31
Section 6.01.	Timing and Amount of Allocations of Net Income and Net Loss	31
Section 6.02.	General Allocations	31
Section 6.03.	Additional Allocation Provisions	33
Section 6.04.	Tax Allocations	35
Article VII MANAGEMENT AND OPERATIONS OF BUSINESS		36
Section 7.01.	Management	36
Section 7.02.	Certificate of Limited Partnership	41
Section 7.03.	Restrictions on General Partners' Authority	41
Section 7.04.	Reimbursement of the General Partners and the Company	44
Section 7.05.	Outside Activities of Certain Affiliates of the General Partners	46
Section 7.06.	Contracts with Affiliates	46
Section 7.07.	Indemnification	47
Section 7.08.	Liability of the General Partners	49
Section 7.09.	Other Matters Concerning the General Partners, the A-1 Series and the Company	50
Section 7.10.	Title to Partnership Assets	51
Section 7.11.	Reliance by Third Parties	51
Section 7.12.	Certain Covenants	52
Article VIII RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS		52
Section 8.01.	Limitation of Liability	52
Section 8.02.	Management of Business	53
Section 8.03.	Outside Activities of Limited Partners	53
Section 8.04.	Return of Capital	53
Section 8.05.	Adjustment Factor	54
Section 8.06.	Redemption Rights	54
Article IX BOOKS, RECORDS, ACCOUNTING AND REPORTS		56
Section 9.01.	Records and Accounting	56
Section 9.02.	Partnership Year	56
Section 9.03.	Reports	57
Article X TAX MATTERS		57
Section 10.01.	Preparation of Tax Returns	57
Section 10.02.	Tax Elections	57
Section 10.03.	Tax Matters Partner	58
Section 10.04.	Withholding	58
Section 10.05.	Organizational Expenses	59
Article XI TRANSFERS AND WITHDRAWALS		59
Section 11.01.	Transfer	59
Section 11.02.	Transfer of A General Partner's Partnership Interest	60
Section 11.03.	Transfer of Limited Partners' Partnership Interests	61
Section 11.04.	Substituted Limited Partners	62
Section 11.05.	Assignees	63
Section 11.06.	General Provisions	63
Article XII ADMISSION OF PARTNERS		64
Section 12.01.	Admission of Successor General Partner	64
Section 12.02.	Admission of Additional Limited Partners	65
Section 12.03.	Amendment of Agreement and Certificate of Limited Partnership	65
Section 12.04.	Limit on Number of Partners	66
Section 12.05.	Admission	66
Article XIII DISSOLUTION, LIQUIDATION AND TERMINATION		66
Section 13.01.	Dissolution	66
Section 13.02.	Winding Up	67
Section 13.03.	Deemed Distribution and Recontribution	68
Section 13.04.	Rights of Limited Partners	69
Section 13.05.	Notice of Dissolution	69
Section 13.06.	Cancellation of Certificate of Limited Partnership	69
Section 13.07.	Reasonable Time for Winding Up	69
Article XIV PROCEDURES FOR ACTIONS AND CONSENTS OF PARTNERS; AMENDMENTS; MEETINGS		69
Section 14.01.	Procedures for Actions and Consents of Partners	69
Section 14.02.	Amendments	70
Section 14.03.	Meetings of the Partners	70
Article XV GENERAL PROVISIONS		71
Section 15.01.	Addresses and Notice	71
Section 15.02.	Titles and Captions	71
Section 15.03.	Pronouns and Plurals	71
Section 15.04.	Further Action	71
Section 15.05.	Binding Effect	71
Section 15.06.	Waiver	71
Section 15.07.	Counterparts	72
Section 15.08.	Applicable Law	72
Section 15.09.	Entire Agreement	72
Section 15.10.	Invalidity of Provisions	72
Section 15.11.	Limitation to Preserve REIT Qualification	72
Section 15.12.	No Partition	73
Section 15.13.	No Third-Party Rights Created Hereby	73
Section 15.14.	No Rights as Members of the Company or Members of the General Partners	73
Section 15.15.	Creditors	74

Exhibit A PARTNERS AND PARTNERSHIP UNITS

Exhibit B NOTICE OF REDEMPTION

Exhibit C INDEMNITY AGREEMENT

Exhibit D ASSET MANAGEMENT AGREEMENT

Exhibit E ADMINISTRATIVE SERVICES AGREEMENT

Exhibit F CONTRIBUTION AGREEMENT

Exhibit G LINCOLN STREET HOLDINGS LIMITED PARTNER GROUP


Exhibit H	JOINDER TO LIMITED PARTNERSHIP AGREEMENT FOR PERMITTED TRANSFEREES

Exhibit I PARTNERSHIP UNIT DESIGNATION FOR OVERALLOTMENT UNITS

THIS AGREEMENT OF LIMITED PARTNERSHIP OF ETRE PROPERTY A-1, L.P., dated as of ___________, 2015, is entered into by and among Series A-1 (the "A-1 Series" or, in its capacity as a General Partner, the "REIT General Partner") of ETRE REIT, LLC, a Delaware series limited liability company (the "Company"), Lincoln Street Manager, LLC, a Delaware limited liability company (in its capacity as a General Partner, the "Fortis General Partner"), and the limited partner(s) listed on Exhibit A hereto (each a "Limited Partner").

WHEREAS, the Company was formed as a series limited liability company under the Delaware LLC Act (as defined herein) on April 22, 2013, and the A-1 Series was originally established and designated as a separate series of the Company, effective as of February 13, 2014, pursuant to the terms of the Company's original limited liability company agreement;

WHEREAS, (i) Lincoln Street Holdings, LLC, a Delaware limited liability company ("Lincoln Street Holdings"), currently owns one hundred percent (100%) of the equity interests of Lincoln Street Mezz, LLC, a Delaware limited liability company ("Mezz"), (ii) Mezz owns one hundred percent (100%) of the equity interests of Lincoln Street Property Owner, LLC, a Delaware limited liability company (the "Property Owner"), and (iii) the Property Owner owns the real property located at One Lincoln Street, Boston, MA 02111 currently known as State Street Financial Center, together with the improvements thereon (the "Real Property");

WHEREAS, the A-1 Series, Lincoln Street Holdings and Mezz are parties to that certain Contribution Agreement, dated as of March 26, 2015 (the "Contribution Agreement"), a copy of which is attached hereto as Exhibit F;

WHEREAS, Lincoln Street Holdings, as the sole owner of the equity interests of Mezz, entered into that certain Limited Liability Company Agreement of Mezz, dated as of December 12, 2006 (the "Original Agreement"); and

WHEREAS, in connection with the initial public offering (the "IPO") of Series A-1 Common REIT Shares (as defined herein) of the Company, Lincoln Street Holdings is causing Mezz (i) to file with the Secretary of State of the State of Delaware a Certificate of Conversion From a Limited Liability Company to a Limited Partnership, (ii) amend and restate the Original Agreement in its entirety by entering into this Agreement with the other parties to this Agreement, (iii) admit the REIT General Partner and the Fortis General Partner as general partners of the Partnership, having the rights, powers, authorities and obligations that are set forth for such general partners under this Agreement, (iv) express the equity interest of Lincoln Street Holdings in Mezz as a limited partnership interest with the rights, powers, authorities and obligations specified herein, and (iv) pursuant to the terms of the Contribution Agreement, issue to the A-1 Series forty-eight point eighty-eight percent (48.88%) of the equity interests in Mezz.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend and restate the Original Agreement in its entirety and agree to continue the Partnership as a limited partnership under the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, as follows:

ARTICLE I

DEFINED TERMS

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

"A-1 Series" has the meaning set forth in the preamble.

"Act" means the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17 101 et seq.), as it may be amended from time to time, and any successor to such statute.

"Actions" has the meaning set forth in Section 7.07 hereof.

"Additional Funds" has the meaning set forth in Section 4.04(a) hereof.

"Additional Limited Partner" means a Person who is admitted to the Partnership as a Limited Partner pursuant to Section 4.03 and Section 12.02 hereof and who is shown as such on the books and records of the Partnership.

"Adjusted Capital Account" means the Capital Account maintained for each Partner as of the end of each Fiscal Year (a) increased by any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704‑2(g)(1) and 1.704‑2(i)(5) and (b) decreased by the items described in Regulations Sections 1.704‑1(b)(2)(ii)(d)(4), 1.704‑1(b)(2)(ii)(d)(5) and 1.704‑1(b)(2)(ii)(d)(6). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Regulations Section 1.704‑1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

"Adjusted Capital Account Deficit" means, with respect to any Partner, the deficit balance, if any, in such Partner's Adjusted Capital Account as of the end of the relevant Partnership Year.

"Adjustment Factor" means 1.0; provided, however, that in the event that:

(a)

the Company (i) declares, pays or makes a distribution to all holders of its outstanding Series A-1 Common REIT Shares wholly or partly in Series A-1 Common REIT Shares, (ii) splits or subdivides its outstanding Series A-1 Common REIT Shares or (iii) effects a reverse share split or otherwise combines its outstanding Series A-1 Common REIT Shares into a smaller number of Series A-1 Common REIT Shares, the Adjustment Factor shall be adjusted by multiplying the Adjustment Factor previously in effect by a fraction, (x) the numerator of which shall be the number of Series A-1 Common REIT Shares issued and outstanding on the record date for such distribution, split, subdivision, reverse split or combination (assuming for such purposes that such distribution, split, subdivision, reverse split or combination has occurred as of such time) and (y) the denominator of which shall be the actual number of Series A-1 Common REIT Shares (determined without the above assumption) issued and outstanding on the record date for such distribution, split, subdivision, reverse split or combination;

(b)

the Company distributes any rights, options or warrants to all holders of its Series A-1 Common REIT Shares to subscribe for or to purchase or to otherwise acquire Series A-1 Common REIT Shares (or other securities or rights convertible into, exchangeable for or exercisable for Series A-1 Common REIT Shares) at a price per share less than the Value of a Series A-1 Common REIT Share on the record date for such distribution (each a "Distributed Right"), then the Adjustment Factor shall be adjusted by multiplying the Adjustment Factor previously in effect by a fraction (a) the numerator of which shall be the number of Series A-1 Common REIT Shares issued and outstanding on the record date plus the maximum number of Series A-1 Common REIT Shares purchasable under such Distributed Rights and (b) the denominator of which shall be the number of Series A-1 Common REIT Shares issued and outstanding on the record date plus a fraction (1) the numerator of which is the maximum number of Series A-1 Common REIT Shares purchasable under such Distributed Rights multiplied by the minimum purchase price per Series A-1 Common REIT Share under such Distributed Rights and (2) the denominator of which is the Value of a Series A-1 Common REIT Share as of the record date; provided, however, that if any such Distributed Rights expire or become no longer exercisable, then the Adjustment Factor shall be adjusted, effective retroactive to the date of distribution of the Distributed Rights, to reflect a reduced maximum number of Series A-1 Common REIT Shares or any change in the minimum purchase price for the purposes of the above fraction;

(c)

the Company shall distribute to all holders of its Series A-1 Common REIT Shares evidences of its indebtedness or assets of the A-1 Series (including securities, but excluding any dividend or distribution referred to in subsection (i) above), which evidences of indebtedness or assets relate to assets not received by the A-1 Series or its Subsidiaries pursuant to a pro rata distribution by the Partnership, then the Adjustment Factor shall be adjusted to equal the amount determined by multiplying the Adjustment Factor in effect immediately prior to the close of business on the date fixed for determination of members of the Company associated with the A-1 Series entitled to receive such distribution by a fraction (i) the numerator of which shall be such Value of a Series A-1 Common REIT Share on the date fixed for such determination and (ii) the denominator of which shall be the Value of a Series A-1 Common REIT Share on the dates fixed for such determination less the then fair market value (as determined by the REIT General Partner, whose determination shall be conclusive) of the portion of the evidences of indebtedness or assets so distributed applicable to one Series A-1 Common REIT Share; and

(d)

an entity shall become the successor to the A-1 Series pursuant to any merger, consolidation or combination of the A-1 Series or its Subsidiaries with or into another entity or in connection with a Separation Transaction (the "Successor Entity"), the Adjustment Factor shall be adjusted by multiplying the Adjustment Factor by the number of shares of the Successor Entity into which one Series A-1 Common REIT Share is converted pursuant to such merger, consolidation, combination or other transaction, determined as of the date of such merger, consolidation, combination or other transaction.

(e)

Any adjustments to the Adjustment Factor shall become effective immediately after the effective date of such event, retroactive to the record date, if any, for such event. Notwithstanding the foregoing, the Adjustment Factor shall not be adjusted in connection with an event described in clauses (a) or (b) above if, in connection with such event, the Partnership makes a distribution of cash, Partnership Units, Series A-1 Common REIT Shares and/or rights, options or warrants to acquire Partnership Units and/or Series A-1 Common REIT Shares with respect to all applicable OP Units or effects a reverse split of, or otherwise combines, the OP Units, as applicable, that is comparable as a whole in all material respects with such an event.

"Administrative Services Agreement" means that certain Administrative Services Agreement by and among the A-1 Series, the Partnership and ETRE Asset Management, LLC substantially in the form attached hereto as Exhibit E, with such changes as otherwise mutually agreed.

"Affiliate" means, with respect to any Person, (a) any Person directly or indirectly controlling or controlled by or under common control with such Person, (b) any Person owning or controlling ten percent (10%) or more of the outstanding voting interests of such Person, (c) any Person of which such Person owns or controls ten percent (10%) or more of the voting interests or (d) any officer, director, general partner or trustee of such Person or any Person referred to in clauses (a), (b), and (c) above. For the purposes of this definition, "control" when used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Agreement" means this Amended and Restated Agreement of Limited Partnership of ETRE Property A-1, L.P., as it may be further amended, supplemented or restated from time to time.

"Applicable Percentage" means the percentage obtained by dividing (a) the number of then outstanding Series A-1 Common REIT Shares by (b) the sum of the number of then outstanding Series A-1 Common REIT Shares and the number of then outstanding Voting Units.

"Approval Matters" has the meaning set in Section 7.01(a)(iv) hereof.

"Asset Management Agreement" means that certain Asset Management Agreement by and between the Partnership and FPG Lincoln Manager, LLC substantially in the form attached hereto as Exhibit D, with such changes as otherwise mutually agreed.

"Assignee" means a Person to whom one or more Partnership Units have been Transferred in a manner permitted under this Agreement, but who has not become a Substituted Limited Partner, and who has the rights set forth in Section 11.05 hereof.

"Available Cash" means, with respect to any period for which such calculation is being made, the amount of cash available for distribution by the Partnership as determined in a manner consistent with the then approved annual operating budget or as otherwise determined by the agreement of both the Fortis General Partner and the REIT General Partner.

"Board of Directors" means the board of directors of the Company, or if a separate board of directors is appointed for and associated with the A-1 Series, the board of directors for the A-1 Series.

"Bylaws" means the Bylaws of the Company, as amended, supplemented or restated from time to time.

"Capital Account" means, with respect to any Partner, the Capital Account maintained by the REIT General Partner for such Partner on the Partnership's books and records in accordance with the following provisions:


(a)	To each Partner's Capital Account, there shall be added such Partner's Capital Contributions, such Partner's distributive share of Net Income and any items in the nature of income or gain that are specially allocated pursuant to Section 6.03 hereof, and the principal amount of any Partnership liabilities assumed by such Partner or that are secured by any property distributed to such Partner.

(b)

From each Partner's Capital Account, there shall be subtracted the amount of cash and the Gross Asset Value of any property distributed to such Partner pursuant to any provision of this Agreement, such Partner's distributive share of Net Losses and any items in the nature of expenses or losses that are specially allocated pursuant to Section 6.03 hereof, and the principal amount of any liabilities of such Partner assumed by the Partnership or that are secured by any property contributed by such Partner to the Partnership.


(c)	In the event any interest in the Partnership is Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent that it relates to the Transferred interest.


(d)	In determining the principal amount of any liability for purposes of subsections (a) and (b) hereof, there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations.

(e)

The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Sections 1.704‑1(b) and 1.704‑2, and shall be interpreted and applied in a manner consistent with such Regulations. If the REIT General Partner shall determine that it is required to modify the manner in which the Capital Accounts are maintained in order to comply with such Regulations, the REIT General Partner may make such modification provided, that such modification will not have any effect on the amounts distributable to any Partner without such Partner's Consent. The REIT General Partner also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership's balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704‑1(b)(2)(iv)(q) and (ii) make any appropriate modifications in the event that unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704‑1(b) or Section 1.704‑2.

"Capital Account Deficit" has the meaning set forth in Section 13.02(c) hereof.

"Capital Contribution" means, with respect to any Partner, the amount of money and the initial Gross Asset Value of any Contributed Property (net of any liabilities assumed by the Partnership relating to such Contributed Property and any liability to which such Contributed Property is subject) that such Partner contributes to the Partnership or is deemed to contribute pursuant to Section 4.04 hereof.

"Cash Amount" means, with respect to a Tendering Party, an amount of cash equal to the product of (a) the Value of a Series A-1 Common REIT Share and (b) such Tendering Party's Series A-1 Common REIT Shares Amount determined as of the date of receipt by the REIT General Partner of such Tendering Party's Notice of Redemption or, if such date is not a Business Day, the immediately preceding Business Day.

"Certificate" means the Certificate of Conversion From a Limited Liability Company to a Limited Partnership of the Partnership filed in the office of the Secretary of State of the State of Delaware on [], 2015, as amended from time to time in accordance with the terms hereof and the Act.

"Certificate of Formation" means the Certificate of Formation of the Company as filed in the office of the Secretary of State of the State of Delaware, as amended from time to time in accordance with the terms of the Delaware LLC Act.

"Change of Control" means if a Person (other than a Permitted Holder) possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of Fortis Property Group, LLC, whether through the ownership of voting securities, by contract or otherwise.

"Closing Price" has the meaning set forth in the definition of "Value."

"Code" means the Internal Revenue Code of 1986, as amended and in effect from time to time or any successor statute thereto, as interpreted by the applicable Regulations thereunder. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law.

"Company" has the meaning set forth in the preamble.

"Company Employees" means an employee of the Company, the A-1 Series or any of their respective subsidiaries or Partnership Employees.

"Consent" means the consent to, approval of, or vote in favor of a proposed action by a Partner given in accordance with Article XIV hereof.

"Contributed Property" means each item of Property or other asset, in such form as may be permitted by the Act, but excluding cash, contributed or deemed contributed to the Partnership (or deemed contributed by the Partnership to a "new" partnership pursuant to Code Section 708).

"Contribution Agreement" shall have the meaning set forth in the recitals.

"Debt" means, as to any Person, as of any date of determination, (b) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services; (b) all amounts owed by such Person to banks or other Persons in respect of reimbursement obligations under letters of credit, surety bonds and other similar instruments guaranteeing payment or other performance of obligations by such Person; (c) all indebtedness for borrowed money or for the deferred purchase price of property or services secured by any lien on any property owned by such Person, to the extent attributable to such Person's interest in such property, even though such Person has not assumed or become liable for the payment thereof; and (d) lease obligations of such Person that, in accordance with generally accepted accounting principles, should be capitalized.

"Delaware LLC Act" means the Delaware Limited Liability Company Act, 6 Del. C. Section 18-101, et seq., as amended, supplemented or restated form time to time, and any successor to such statute.

"Depreciation" means, for each Partnership Year or other applicable period, an amount equal to the federal income tax depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or period, Depreciation shall be in an amount that bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided, however, that if the federal income tax depreciation, amortization or other cost recovery deduction for such year or period is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the REIT General Partner and the Fortis General Partner.

"Distributed Right" has the meaning set forth in the definition of "Adjustment Factor."

"Economic Capital Account Balances" has the meaning set forth in Section 6.03(c) hereof.

"Equity Incentive Plan" means any equity incentive plan hereafter adopted by the Partnership or the Company, including the Company's 2015 Non-Management Director Compensation Plan.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"Existing Lease" means, collectively, (a) that certain Indenture of Lease, dated as of May 9, 2001, by and between Kingston Bedford Joint Venture LLC, as landlord, and SSB Realty LLC, as tenant, as amended by that certain First Amendment to Lease dated August 15, 2003, that certain Second Amendment to Lease dated February 13, 2004 and that certain Third Amendment to Lease dated December 22, 2004, and (b) that certain Indenture of Lease, dated as of May [], 2004, by and between First States Investors 228 LLC, as landlord, and SSB Realty LLC, as Tenant.

"Existing Loan" means that certain loan evidenced by that certain Loan and Security Agreement, dated as of December 27, 2006, by Property Owner, as borrower, and Wachovia Bank, National Association, Commercial Real Estate Services and UBS Real Estate Investments Inc. together, as lender.

"Existing Loan Guarantors" shall have the meaning set forth in Section 7.03(c)(ii).

"Existing Loan Guaranty" shall have the meaning set forth in Section 7.03(c)(ii).

"Family Member" means, with respect to any natural Person, such natural Person's spouse, parent, siblings, descendants (including adoptive relationships and stepchildren) and the spouses of each such natural Persons.

"Fortis General Partner" shall have the meaning set forth in the preamble; provided that the Fortis General Partner and all rights under this Agreement of the Fortis General Partner shall cease to exist on the Fortis Stepdown Date.

"Fortis General Partner Interest" means the Partnership Interest held by the Fortis General Partner, which Partnership Interest is an interest as a general partner under the Act. A Fortis General Partner Interest may be expressed as a number of Partnership Units.

"Fortis Stepdown Date" means the first day after the date hereof that either (i) the Lincoln Street Holdings Limited Partner Group ceases to own, in the aggregate, twenty-five percent (25%) or more of the combined issued and outstanding OP Units and Series A-1 Common REIT Shares or (ii) the Fortis General Partner withdraws as a General Partner of the Partnership.

"Funding Debt" means the incurrence of any third party Debt for the purpose of providing funds to the Partnership by or on behalf of the A-1 Series or any wholly owned subsidiary of the A-1 Series.

"General Partner" means, until the Fortis Stepdown Date, each of the REIT General Partner and the Fortis General Partner and, on and after the Fortis Stepdown Date, the REIT General Partner.

"General Partner Interest" means the general partner interest in the Partnership held by each of the REIT General Partner and, until the Fortis Stepdown Date, the Fortis General Partner.

"General Partner Loan" has the meaning set forth in Section 4.04(d) hereof.

"Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:


(a)	The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset as determined by the REIT General Partner and the Fortis General Partner in their sole discretion.

(b)

The Gross Asset Values of all Partnership assets immediately prior to the occurrence of any event described in clause (i), clause (ii), clause (iii) or clause (iv) hereof shall be adjusted to equal their respective gross fair market values, as determined by the REIT General Partner and the Fortis General Partner in their sole discretion using such reasonable method of valuation as they may adopt, as of the following times:

(i)

the acquisition of an additional interest in the Partnership (other than in connection with the execution of this Agreement) by a new or existing Partner in exchange for more than a de minimis Capital Contribution, if the REIT General Partner and the Fortis General Partner reasonably determine that such adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership;


(ii)	the distribution by the Partnership to a Partner of more than a de minimis amount of Property as consideration for an interest in the Partnership, if the REIT General Partner and the Fortis General Partner reasonably determine that such adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership;


(iii)	the liquidation of the Partnership within the meaning of Regulations Section 1.704‑1(b)(2)(ii)(g); and


(iv)	at such other times as the REIT General Partner and the Fortis General Partner shall reasonably determine necessary or advisable in order to comply with Regulations Sections 1.704‑1(b) and 1.704‑2.

(c)

The Gross Asset Value of any Partnership asset distributed to a Partner shall be the gross fair market value of such asset on the date of distribution as determined by the distributee and the REIT General Partner provided, that, if the distributee and the REIT General Partner cannot agree on such a determination, such gross fair market value shall be determined by an independent third party experienced in the valuation of similar assets, selected by the REIT General Partner and the Fortis General Partner in good faith.

(d)

The Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704‑1(b)(2)(iv)(m); provided, however, that Gross Asset Values shall not be adjusted pursuant to this subsection (d) to the extent that the REIT General Partner and the Fortis General Partner reasonably determine that an adjustment pursuant to subsection (b) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subsection (d).


(e)	If the Gross Asset Value of a Partnership asset has been determined or adjusted pursuant to subsection (a), subsection (b) or subsection (d) above, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Income and Net Losses.

"Holder" means either (a) a Partner or (b) an Assignee, owning a Partnership Unit, that is treated as a member of the Partnership for federal income tax purposes.

"Identified Person" has the meaning set forth in Section 7.05 hereof.

"Incapacity" or "Incapacitated" means, (a) as to any Partner who is an individual, death, total physical disability or entry by a court of competent jurisdiction adjudicating such Partner incompetent to manage his or her person or his or her estate; (b) as to any Partner that is a corporation, a limited liability company or a series of a limited liability company, the filing of a certificate of dissolution, or its equivalent, or the revocation of the corporation's charter, or the termination and commencement of winding up of the series; (c) as to any Partner that is a partnership, the dissolution and commencement of winding up of the partnership; (d) as to any Partner that is an estate, the distribution by the fiduciary of the estate's entire interest in the Partnership; (e) as to any trustee of a trust that is a Partner, the termination of the trust (but not the substitution of a new trustee); or (f) as to any Partner, the bankruptcy of such Partner. For purposes of this definition, bankruptcy of a Partner shall be deemed to have occurred when (i) the Partner commences a voluntary proceeding seeking liquidation, reorganization or other relief of or against such Partner under any bankruptcy, insolvency or other similar law now or hereafter in effect, (ii) the Partner is adjudged as bankrupt or insolvent, or a final and nonappealable order for relief under any bankruptcy, insolvency or similar law now or hereafter in effect has been entered against the Partner, (iii) the Partner executes and delivers a general assignment for the benefit of the Partner's creditors, (iv) the Partner files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Partner in any proceeding of the nature described in clause (ii) above, (v) the Partner seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator for the Partner or for all or any substantial part of the Partner's properties, (vi) any proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law now or hereafter in effect has not been dismissed within one hundred twenty (120) days after the commencement thereof, (vii) the appointment without the Partner's consent or acquiescence of a trustee, receiver or liquidator has not been vacated or stayed within ninety (90) days of such appointment, or (viii) an appointment referred to in clause (vii) above is not vacated within ninety (90) days after the expiration of any such stay.

"Indemnitee" means (a) any Person made a party to a proceeding by reason of its status as (i) a General Partner, the A-1 Series or the Company or any successor thereto, (ii) a director of the Company or the A-1 Series, the Managing Member, a member of a General Partner or an officer or manager of the Partnership, a General Partner, the Company, the A-1 Series or a Subsidiary thereof, (iii) a Partner or Holder, or (iv) a director, officer, manager, member or Subsidiary of a Partner or Holder, and (b) such other Persons (including Affiliates of the General Partners, the Company or the Partnership) as the REIT General Partner and the Fortis General Partner may designate from time to time (whether before or after the event giving rise to potential liability), in their sole and absolute discretion.

"Independent Directors" means the independent directors of the Board of Directors as determined by the rules and regulations of the Nasdaq Capital Market then in effect.

"Investment Company Act" means the Investment Company Act of 1940, as amended.

"IPO" shall have the meaning set forth in the recitals.

"IPO Price" means the public offering price per Series A-1 Common REIT Share in the IPO, as set forth on the cover page of the final prospectus relating to the IPO.

"IRS" means the Internal Revenue Service, which administers the internal revenue laws of the United States.

"Junior Share" means a Share now or hereafter authorized or reclassified that has distribution rights, or rights upon liquidation, winding up and dissolution, that are junior in rank to the Series A-1 Common REIT Shares.

"Junior Unit" means a fractional share of the Partnership Interests that the REIT General Partner has authorized pursuant to Sections 4.01, 4.03 or 4.04 hereof that has distribution rights, or rights upon liquidation, winding up and dissolution, that are junior in rank to the OP Units.

"Less Than Majority Period" means the period beginning on [], 2015 and ending on the first date when the Applicable Percentage is greater than fifty percent (50%).

"Limited Partner" means any Person named as a Limited Partner in Exhibit A attached hereto, as such Exhibit A may be amended by the REIT General Partner from time to time, or any Substituted Limited Partner or Additional Limited Partner, in such Person's capacity as a Limited Partner in the Partnership.

"Limited Partner Interest" means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be expressed as a number of OP Units, Preferred Units, Junior Units or other Partnership Units.

"Lincoln Street Holdings" shall have the meaning set forth in the recitals.

"Lincoln Street Holdings Limited Partner" means Lincoln Street Holdings in its capacity as a limited partner of the Partnership.

"Lincoln Street Holdings Limited Partner Group" means, collectively, (a) Lincoln Street Holdings, (b) each direct and indirect member, partner and equity holder in Lincoln Street Holdings as of the date hereof, and (c) any Permitted Transferee of a Person described in clauses (a) and (b) above (other than a Permitted Transferee that is only a Permitted Transferee under clauses (d), (e) or (f) of the definition of "Permitted Transferee" herein). Without limiting the foregoing but for the avoidance of doubt, the parties hereto hereby agree that each of the Persons identified on Exhibit G hereto are members of the Lincoln Street Holdings Limited Partner Group for the purposes of this Agreement.

"Liquidating Event" has the meaning set forth in Section 13.01 hereof.

"Liquidating Gains" has the meaning set forth in Section 6.03(c) hereof.

"Liquidator" has the meaning set forth in Section 13.02(a) hereof.

"LLC Agreement" means the First Amended and Restated Limited Liability Company Agreement of the Company, dated as of [], 2015, as amended, modified, supplemented or restated from time to time.

"Majority in Interest of the Outside Limited Partners" means Limited Partners (excluding for this purpose (a) any Limited Partnership Interests held by the Company, the A-1 Series or their respective Subsidiaries, (b) any Person of which the Company, the A-1 Series or their respective Subsidiaries directly or indirectly owns or controls more than fifty percent (50%) of the voting interests and (c) the Managing Member and any Person directly or indirectly owning or controlling more than five percent (5%) of the outstanding interests of the Managing Member) holding more than fifty percent (50%) of the outstanding OP Units voting as a single class that are held by all Limited Partners who are not excluded for the purposes hereof.

"Managing Member" means ETRE Financial, LLC, a Delaware limited liability company, in its capacity as the managing member of the Company.

"Market Price" has the meaning set forth in the definition of "Value."

"Mezz" shall have the meaning set forth in the recitals.

"Net Income" or "Net Loss" means, for each Partnership Year of the Partnership, an amount equal to the Partnership's taxable income or loss for such year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:


(a)	Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Net Income (or Net Loss) pursuant to this definition of "Net Income" or "Net Loss" shall be added to (or subtracted from, as the case may be) such taxable income (or loss);

(b)

Any expenditure of the Partnership described in Code Section 705(a)(2)(B) or treated as a Code Section 705(a)(2)(B) expenditure pursuant to Regulations Section 1.704‑1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Income (or Net Loss) pursuant to this definition of "Net Income" or "Net Loss," shall be subtracted from (or added to, as the case may be) such taxable income (or loss);


(c)	In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subsection (b) or subsection (c) of the definition of "Gross Asset Value," the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Net Income or Net Loss;


(d)	Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;


(e)	In lieu of the depreciation, amortization and other cost recovery deductions that would otherwise be taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Partnership Year;

(f)

To the extent that an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Regulations Section 1.704‑1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Partner's interest in the Partnership, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Net Income or Net Loss; and

(g)

Notwithstanding any other provision of this definition of "Net Income" or "Net Loss," any item that is specially allocated pursuant to Section 6.03 hereof shall not be taken into account in computing Net Income or Net Loss. The amounts of the items of Partnership income, gain, loss or deduction available to be specially allocated pursuant to Section 6.03 hereof shall be determined by applying rules analogous to those set forth in this definition of "Net Income" or "Net Loss."

"New Securities" means (a) any rights, options, warrants or convertible or exchangeable securities having the right to subscribe for or purchase Series A-1 Common REIT Shares, Preferred Shares, or Junior Shares, or (b) any Debt issued by the Company and corresponding to the A-1 Series or by the A-1 Series that provides any of the rights described in clause (a).

"Nonrecourse Deductions" has the meaning set forth in Regulations Section 1.704‑2(b)(1), and the amount of Nonrecourse Deductions for a Partnership Year shall be determined in accordance with the rules of Regulations Section 1.704‑2(c).

"Nonrecourse Liability" has the meaning set forth in Regulations Section 1.752‑1(a)(2).

"Notice of Redemption" means the Notice of Redemption substantially in the form of Exhibit B attached to this Agreement.

"OP Unit" means a fractional share of the Partnership Interests of all Partners issued pursuant to Sections 4.01 and 4.02 hereof, but does not include any Preferred Unit, Junior Unit or any other Partnership Unit specified in a Partnership Unit Designation as being other than an OP Unit provided, however, that the General Partner Interests and the Limited Partner Interests shall have the differences in rights and privileges as specified in this Agreement.

"OP Unit Economic Balance" has the meaning set forth in Section 6.03(c) hereof.

"Original Agreement" shall have the meaning set forth in the recitals.

"Overallotment Unit" means a fractional share of the Partnership Interests issued by the REIT General Partner pursuant to Section 4.04(f)(iv) hereof and having the designations, preferences, special rights, powers and duties set forth in the Partnership Unit Designation for Overallotment Units attached as Exhibit I hereto.

"Ownership Limit" means the applicable restriction or restrictions on ownership of Shares imposed under the LLC Agreement.

"Partner" means a General Partner or a Limited Partner, and "Partners" means the General Partners and the Limited Partners.

"Partner Minimum Gain" means an amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations Section 1.704‑2(i)(3).

"Partner Nonrecourse Debt" has the meaning set forth in Regulations Section 1.704‑2(b)(4).

"Partner Nonrecourse Deductions" has the meaning set forth in Regulations Section 1.704‑2(i)(2), and the amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a Partnership Year shall be determined in accordance with the rules of Regulations Section 1.704‑2(i)(2).

"Partnership" means the limited partnership formed under the Act and pursuant to this Agreement and any successor thereto.

"Partnership Employees" means an employee of the Partnership or any of its Subsidiaries.

"Partnership Interest" means an ownership interest in the Partnership held by a Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Partnership Interest may be expressed as a number of OP Units, Preferred Units, Junior Units or other Partnership Units.

"Partnership Minimum Gain" has the meaning set forth in Regulations Section 1.704‑2(b)(2), and the amount of Partnership Minimum Gain, as well as any net increase or decrease in Partnership Minimum Gain, for a Partnership Year shall be determined in accordance with the rules of Regulations Section 1.704‑2(d).

"Partnership Record Date" means a record date established for the distribution of Available Cash pursuant to Section 5.01 hereof, which record date, unless otherwise determined by the REIT General Partner and the Fortis General Partner, shall be the same as the record date established by the Company for a distribution to members of the Company associated with the A-1 Series of some or all of the A-1 Series' portion of such distribution.

"Partnership Unit" shall mean an OP Unit, a Preferred Unit, a Junior Unit or any other fractional share of the Partnership Interests that the REIT General Partner has authorized pursuant to Sections 4.01, 4.02, 4.03 or 4.04 hereof.

"Partnership Unit Designation" has the meaning set forth in Section 4.03(a) hereof.

"Partnership Year" means the fiscal year of the Partnership and the Partnership's taxable year for federal income tax purposes, each of which shall be the calendar year unless otherwise required under the Code.

"Percentage Interest" means, as to a Partner holding a class or series of Partnership Interests, its interest in such class or series as determined by dividing the Partnership Units of such class or series owned by such Partner by the total number of Partnership Units of such class then outstanding as specified in Exhibit A attached hereto, as such Exhibit A may be amended from time to time. If the Partnership issues additional classes or series of Partnership Interests, the interest in the Partnership among the classes or series of Partnership Interests shall be determined as set forth in the amendment to the Partnership Agreement setting forth the rights and privileges of such additional classes or series of Partnership Interest, if any, as contemplated by Section 4.03. Notwithstanding the foregoing, the Fortis General Partner Interest shall not represent any Percentage Interest.

"Permitted Holder" means (a) Louis Kestenbaum, (b) any Family Member of the individual named in clause (a), (c) any trust formed for the benefit of any person named in clauses (a) and (b), and (d) any partnership, limited liability company, corporation or entity the interests in which are held, directly or indirectly, by any person described in clauses (a) through (c).

"Permitted Transferee" of a Partner means (a) any Family Member or Affiliate of such Partner, (b) any trusts formed for the benefit of such Partner and/or the Family Members of such Partner, (c) any partnership, limited liability company, corporation or entity the interests in which are held, directly or indirectly, by persons described in clauses (a) and (b) above, (d) a Person that is a Partner of the Partnership, (e) a Qualified Transferee or (f) a Person that is a member of the Lincoln Street Holdings Limited Partner Group under clause (a) or (b) of the definition of "Lincoln Street Holdings Limited Partner Group" herein; provided, however, that any such transferee is an accredited investor (within the meaning of Regulation D under the Securities Act).

"Person" means an individual or a corporation, partnership (general or limited), trust, estate, custodian, nominee, unincorporated organization, association, limited liability company (or a series thereof) or any other individual or entity in its own or any representative capacity.

"Preferred Share" means a Share now or hereafter authorized or reclassified that has distribution rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the Series A-1 Common REIT Shares.

"Preferred Unit" means a fractional share of the Partnership Interests that the REIT General Partner has authorized pursuant to Sections 4.01, 4.03 or 4.04 hereof that has distribution rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the OP Units.

"Properties" means any assets and property of the Partnership such as, but not limited to, interests in real property and personal property, including, without limitation, fee interests, interests in ground leases, interests in limited liability companies, joint ventures or partnerships, interests in mortgages, and Debt instruments as the Partnership may hold from time to time and "Property" shall mean any one such asset or property.

"Property Oversight Committee" means the special committee of the Board of Directors established for and associated with the A-1 Series.

"Property Owner" shall have the meaning set forth in the recitals.

"Qualified REIT Subsidiary" means any Subsidiary of the A-1 Series that is a "qualified REIT subsidiary" within the meaning of Code Section 856(i).

"Qualified Transferee" means a Person that (a) is an accredited investor (within the meaning of Regulation D under the Securities Act) that affirms the representations and warranties contained in Section 3.04(a) and Section 3.04(b) at the time of any Transfer and (b) is not, is not an Affiliate of and is not acting on behalf of: (i) a person or entity listed in the annex to executive Order No. 13224 (2001) issued by the president of the United States (executive order blocking property and prohibiting transactions with persons who commit, threaten to commit, or support terrorism); (ii) named on the list of specially designated nationals and blocked persons maintained by the United States Office of Foreign Assets Control (OFAC); (iii) otherwise subject to U.S. economic sanctions; or (iv) otherwise prohibited from investing in the Partnership pursuant to applicable U.S. anti-money laundering, antiterrorist, asset control and economic sanctions laws, regulations, rules or orders.

"Real Property" shall have the meaning set forth in the recitals.

"Recourse Liabilities" means the amount of liabilities owed by the Partnership (other than Nonrecourse Liabilities and liabilities to which Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-(2)(i) of the Regulations).

"Redemption" has the meaning set forth in Section 8.06(a) hereof.

"Redemption Right Date" means the earlier of the first to occur of (a) the Refinance Date or (b) January 11, 2017.

"Refinance Date" means the date of full repayment or refinancing of the Existing Loan (or such earlier date that the Existing Loan Guarantors are released from their obligations under the Existing Loan Guaranty, exclusive of the obligations described in the last paragraph of Section 1.2 of the Existing Loan Guaranty, which obligations by their terms survive repayment of the Existing Loan). Notwithstanding the foregoing, if as a condition of a refinancing, the Existing Loan Guarantors become obligated under any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations for the benefit of a provider of such refinancing, then the date of such refinancing shall not be a "Refinance Date" by reason of the release or termination of the Existing Loan Guaranty.

"Regulations" means the applicable income tax regulations under the Code, whether such regulations are in proposed, temporary or final form, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

"Regulatory Allocations" has the meaning set forth in Section 6.03(a)(vii) hereof.

"REIT" means a real estate investment trust qualifying under Code Section 856.

"REIT General Partner" has the meaning set forth in the preamble.

"REIT General Partner Interest" means the Partnership Interest held by the REIT General Partner, which Partnership Interest is an interest as a general partner under the Act. A REIT General Partner Interest may be expressed as a number of Partnership Units.

"REIT Payment" has the meaning set forth in Section 15.11 hereof.

"REIT Requirements" has the meaning set forth in Section 5.01 hereof.

"Remaining Overallotment Proceeds" means any cash proceeds received (directly or indirectly) by the Partnership in connection with the issuance of Overallotment Units that remain unused by the Partnership following the Redemption Right Date.

"Rights" has the meaning set forth in the definition of "Series A-1 Common REIT Shares Amount."

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Separation Transaction" has the meaning set forth in Section 11.02(a).

"Series A-1 Common REIT Share" means Shares designated as Common Shares of the A-1 Series pursuant to the LLC Agreement.

"Series A-1 Common REIT Share Preference Amount" means, with respect to any quarterly distribution date, an amount that together with the amounts of quarterly distributions previously paid in respect of OP Units held by the REIT General Partner and its Subsidiaries is sufficient to enable the Company to have declared and paid to all Series A-1 Common REIT Shares cumulative distributions through such quarterly payment date, sufficient to represent an annualized distribution yield of five percent (5%) of the IPO Price on each outstanding Series A-1 Common REIT Shares. Notwithstanding the foregoing, the rights of the REIT General Partner and its Subsidiaries to receive the Series A-1 Common REIT Share Preference Amount shall terminate on the Redemption Right Date, with any distribution in respect of the Series A-1 Common REIT Share Preference Amount being prorated through the Redemption Right Date in respect of the quarterly period in which the Redemption Right Date occurs.

"Series A-1 Common REIT Shares Amount" means a number of Series A-1 Common REIT Shares equal to the product of (a) the number of Tendered Units and (b) the Adjustment Factor in effect on the Specified Redemption Date with respect to such Tendered Units; provided, however, that in the event that the Company issues to all holders of Series A-1 Common REIT Shares as of a certain record date rights, options, warrants or convertible or exchangeable securities entitling the Company's members associated with the A-1 Series to subscribe for or purchase Series A-1 Common REIT Shares, or any other securities or property (collectively, the "Rights"), with the record date for such Rights issuance falling within the period starting on the date of the Notice of Redemption and ending on the day immediately preceding the Specified Redemption Date, which Rights will not be distributed before the relevant Specified Redemption Date, then the Series A-1 Common REIT Shares Amount shall also include such Rights that a holder of that number of Series A-1 Common REIT Shares would be entitled to receive, expressed, where relevant hereunder, in a number of Series A-1 Common REIT Shares determined by the REIT General Partner and the Fortis General Partner, jointly, in good faith.

"Share" means a share of the A-1 Series issued by the Company that evidences the rights, powers and duties of a member of the Company with respect to the Company and the A-1 Series pursuant to the LLC Agreement, the Bylaws and the Delaware LLC Act.

"Significant Transaction" has the meaning set forth in Section 7.03(d) hereof.

"Special Partnership Record Date" means a record date established for the distribution of Remaining Overallotment Proceeds pursuant to Section 5.01 hereof, which record date shall be determined by the Fortis General Partner in its sole and absolute discretion; provided, however, that the Special Partnership Record Date may only occur after the Redemption Right Date.

"Specified Redemption Date" means the 10th Business Day following receipt by the REIT General Partner of a Notice of Redemption.

"Subsidiary" means, with respect to any Person, any other Person (which is not an individual) of which a majority of (a) the voting power of the voting equity securities or (b) the outstanding equity interests is owned, directly or indirectly, by such Person.

"Substituted Limited Partner" means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 11.04 hereof.

"Successor Entity" has the meaning set forth in the definition of "Adjustment Factor."

"Tax Items" has the meaning set forth in Section 6.04(a) hereof.

"Tendered Units" has the meaning set forth in Section 8.06(a) hereof.

"Tendering Partner" has the meaning set forth in Section 8.06(a) hereof.

"Tendering Party" has the meaning set forth in Section 8.06(a) hereof.

"Terminating Capital Transaction" means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.

"Transfer," when used with respect to a Partnership Unit, or all or any portion of a Partnership Interest, means any sale, assignment, bequest, conveyance, devise, gift (outright or in trust), pledge, encumbrance, hypothecation, mortgage, exchange, transfer or other disposition or act of alienation, whether voluntary or involuntary or by operation of law; provided, however, that when the term is used in Article XI hereof, "Transfer" does not include (a) any Redemption of Partnership Units by the Partnership or the A-1 Series, or acquisition of Tendered Units by the A-1 Series, pursuant to Section 8.06 hereof or (b) any redemption of Partnership Units pursuant to any Partnership Unit Designation. The terms "Transferred" and "Transferring" have correlative meanings.

"Value" means, on any date of determination with respect to a Series A-1 Common REIT Share, the average of the daily Market Prices for ten consecutive trading days immediately preceding the date of determination except that, as provided in Section 4.05(b) hereof, the Market Price for the trading day immediately preceding the date of exercise of a share option under any Equity Incentive Plan shall be substituted for such average of daily market prices for purposes of Section 4.05 hereof; provided, however, that for purposes of Section 8.06, the "date of determination" shall be the date of receipt by the REIT General Partner of a Notice of Redemption or, if such date is not a Business Day, the immediately preceding Business Day. The term "Market Price" on any date shall mean, with respect to any class or series of outstanding Series A-1 Common REIT Shares, the Closing Price for such Series A-1 Common REIT Shares on such date. The "Closing Price" on any date shall mean the last sale price for such Series A-1 Common REIT Shares, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such Series A-1 Common REIT Shares, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq Capital Market or, if such Series A-1 Common REIT Shares are not listed or admitted to trading on the Nasdaq Capital Market, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such Series A-1 Common REIT Shares are listed or admitted to trading or, if such Series A-1 Common REIT Shares are not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the principal other automated quotation system that may then be in use or, if such Series A-1 Common REIT Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such Series A-1 Common REIT Shares selected by the Board of Directors or, in the event that no trading price is available for such Series A-1 Common REIT Shares, the fair market value of the Series A-1 Common REIT Shares, as determined jointly in good faith by the REIT General Partner and the Fortis General Partner.

In the event that the Series A-1 Common REIT Shares Amount includes Rights that a holder of Series A-1 Common REIT Shares would be entitled to receive, then the Value of such Rights shall be determined by the REIT General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

"Voting Units" has the meaning set forth in Section 7.03(d) hereof.

ARTICLE II

ORGANIZATIONAL MATTERS

Section 2.01. Organization. The Partnership is a limited partnership organized pursuant to the provisions of the Act and upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

Section 2.02. Name. The name of the Partnership is "ETRE Property A-1, L.P." The Partnership's business may be conducted under any other name or names deemed advisable by the REIT General Partner and the Fortis General Partner, including the name of the REIT General Partner, or any Affiliate thereof. The words "Limited Partnership," "LP," "L.P.," "Ltd." or similar words or letters shall be included in the Partnership's name where necessary for the purposes of complying with the laws of any jurisdiction that so requires. The REIT General Partner and the Fortis General Partner in their sole and absolute discretion may change the name of the Partnership at any time and from time to time and shall notify the Partners of such change in the next regular communication to the Partners.

Section 2.03. Registered Office and Agent; Principal Office. The address of the registered office of the Partnership in the State of Delaware is located at 1811 Silverside Road, Wilmington, Delaware 19810, and the registered agent for service of process on the Partnership in the State of Delaware at such registered office is Vcorp Services, LLC. The principal office of the Partnership is located at [] or such other place as (i) the Fortis General Partner, prior to the Refinance Date, and (ii) the REIT General Partner, thereafter, may from time to time designate by notice to the other Partners. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as (i) the Fortis General Partner, prior to the Refinance Date, and (ii) the REIT General Partner, thereafter, deems advisable.

Section 2.04. Power of Attorney.

(a)Each Limited Partner and each Assignee hereby irrevocably constitutes and appoints the REIT General Partner, any Liquidator, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to take the following administrative actions:

(i)execute, swear to, seal, acknowledge, deliver, file and record in the appropriate public offices (A) all certificates, documents and other instruments (including, without limitation, this Agreement and the Certificate and all amendments, supplements or restatements thereof) that the REIT General Partner deems appropriate or necessary to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability to the extent provided by applicable law) in the State of Delaware and in all other jurisdictions in which the Partnership may conduct business or own property; (B) all instruments that the REIT General Partner deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; (C) all conveyances and other instruments or documents that the REIT General Partner or the Liquidator deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation; (D) all conveyances and other instruments or documents that the REIT General Partner deems appropriate or necessary to reflect the distribution or exchange of assets of the Partnership pursuant to the terms of this Agreement; and (E) all instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to Article XI, Article XII or Article XIII hereof or the Capital Contribution of any Partner; and

Nothing contained herein shall be construed as (x) authorizing the REIT General Partner or the Liquidator to amend this Agreement except in accordance with Article XIV hereof or as may be otherwise expressly provided for in this Agreement, or (y) authorizing the REIT General Partner or the Liquidator to take any action that would otherwise be outside of the scope of its authority under the terms of this Agreement (without giving effect to this Section 2.04).

(b)The foregoing power of attorney is hereby declared to be irrevocable and a special power coupled with an interest, in recognition of the fact that each of the Limited Partners and Assignees will be relying upon the power of the REIT General Partner or the Liquidator to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and not be affected by the subsequent Incapacity of any Limited Partner or Assignee and the Transfer of all or any portion of such Limited Partner's or Assignee's Partnership Units or Partnership Interest and shall extend to such Limited Partner's or Assignee's heirs, successors, assigns and personal representatives. Each such Limited Partner or Assignee hereby agrees to be bound by any representation made by the REIT General Partner or the Liquidator, acting in good faith pursuant to such power of attorney; and each such Limited Partner or Assignee hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the REIT General Partner or the Liquidator, taken in good faith under such power of attorney. Each Limited Partner or Assignee shall execute and deliver to the REIT General Partner or the Liquidator, within 15 days after receipt of the REIT General Partner's or the Liquidator's request therefor, such further designation, powers of attorney and other instruments as the REIT General Partner or the Liquidator, as the case may be, deems necessary to effectuate this Agreement and the purposes of the Partnership.

Section 2.05. Term. Pursuant to Sections 17-201(b) and 17-801 of the Act, the term of the Partnership commenced on [], 2015 and shall continue perpetually, unless it is dissolved pursuant to the provisions of Article XIII hereof or as otherwise provided by law.

Section 2.06. Partnership Interests as Securities. All Partnership Interests shall be securities within the meaning of, and governed by, (a) Article 8 of the Delaware Uniform Commercial Code and (b) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction.

ARTICLE III

PURPOSE

Section 3.01. Purpose and Business. The sole and limited purpose and nature of the Partnership is to, directly and indirectly through Subsidiaries, own, hold, manage, lease, operate, finance, improve, sell, transfer and assign the Real Property; provided, however, such business and arrangements and interests may be limited to and conducted in such a manner as to permit the A-1 Series, in the sole and absolute discretion of the REIT General Partner, at all times to qualify as a REIT unless the A-1 Series, in accordance with the LLC Agreement and the Bylaws, in its sole discretion has chosen to cease to qualify as a REIT or has chosen not to attempt to qualify as a REIT for any reason or for reasons whether or not related to the business conducted by the Partnership. Without limiting the A-1 Series' right in its sole discretion to cease qualifying as a REIT, the Partners acknowledge that the qualification of the A-1 Series as a REIT inures to the benefit of all Partners and not solely to the REIT General Partner or its Affiliates. In connection with the foregoing, the Partnership shall have full power and authority to enter into, perform and carry out contracts of any kind, to borrow and lend money and to issue and guarantee evidence of indebtedness, whether or not secured by mortgage, deed of trust, pledge or other lien in connection with its business described above in this Section 3.01.

Section 3.02. Powers.

(a)The Partnership shall be empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described herein and for the protection and benefit of the Partnership.

(b)The Partnership may contribute from time to time Partnership capital to one or more newly formed entities solely in exchange for equity interests therein (or in a wholly owned subsidiary entity thereof).

(c)Notwithstanding any other provision in this Agreement, the REIT General Partner may cause the Partnership not to take, or to refrain from taking, any action that, in the commercially reasonable judgment of the REIT General Partner, (i) could adversely affect the ability of the A-1 Series to qualify as a REIT, (ii) could subject the A-1 Series to any additional taxes under Code Section 857 or Code Section 4981 or any other related or successor provision of the Code or (iii) could violate any law or regulation of any governmental body or governmental agency having jurisdiction over the REIT General Partner, the Company or the Partnership or any of their respective securities.

Section 3.03. Partnership Only for Partnership Purposes Specified. This Agreement shall not be deemed to create a company, venture or partnership between or among the Partners with respect to any activities whatsoever other than the activities within the purposes of the Partnership as specified in Section 3.01 hereof. Except as otherwise provided in this Agreement, no Partner shall have any authority to act for, bind, commit or assume any obligation or responsibility on behalf of the Partnership, its properties or any other Partner. No Partner, in its capacity as a Partner under this Agreement, shall be responsible or liable for any indebtedness or obligation of another Partner, and the Partnership shall not be responsible or liable for any indebtedness or obligation of any Partner, incurred either before or after the execution and delivery of this Agreement by such Partner, except as to those responsibilities, liabilities, indebtedness or obligations incurred pursuant to and as limited by the terms of this Agreement and the Act.

Section 3.04. Representations and Warranties by the Parties.

(a)Each Partner (including, without limitation, each Additional Limited Partner or Substituted Limited Partner as a condition to becoming an Additional Limited Partner or a Substituted Limited Partner, respectively) represents and warrants to each other Partner that (i) subject to the last sentence of this Section 3.04(a), such Partner is neither a "foreign person" within the meaning of Code Section 1445(f) nor a "foreign partner" within the meaning of Code Section 1446(e), (ii) such Partner does not own, directly or indirectly, (a) nine point eight percent (9.8%) or more of the total combined voting power of all classes of stock entitled to vote, or nine point eight percent (9.8%) or more of the total number of shares of all classes of stock, of any corporation that is a tenant in the Real Property or (b) an interest of nine point eight percent (9.8%) or more in the assets or net profits of any tenant in the Real Property, and (iii) this Agreement is binding upon, and enforceable against, such Partner in accordance with its terms. Notwithstanding anything contained herein to the contrary, in the event that the representation contained in the foregoing clause (i) would be inaccurate if given by a Partner, such Partner (x) shall not be required to make and shall not be deemed to have made such representation, if it delivers to the REIT General Partner in connection with or prior to its execution of this Agreement written notice that it may not truthfully make such representation, (y) hereby agrees that it is subject to, and hereby authorizes the REIT General Partner to withhold, all withholdings to which such a "foreign person" or "foreign partner," as applicable, is subject under the Code and (z) hereby agrees to cooperate fully with the REIT General Partner with respect to such withholdings, including by effecting the timely completion and delivery to the REIT General Partner of all governmental forms required in connection therewith.

(b)Each Partner (including, without limitation, each Substituted Limited Partner as a condition to becoming a Substituted Limited Partner) represents, warrants and agrees that it has acquired its interest in the Partnership for its own account for investment purposes only and not for the purpose of, or with a view toward, the resale or distribution of all or any part thereof, and not with a view toward selling or otherwise distributing such interest or any part thereof at any particular time or under any predetermined circumstances, in each case, in a transaction that would require registration under the Securities Act. Each Partner further represents and warrants that it is an accredited investor (within the meaning of Regulation D under the Securities Act), able and accustomed to handling sophisticated financial and tax matters for itself, particularly real estate investments, and that it has a sufficiently high net worth that it does not anticipate a need for the funds that it has invested in the Partnership in what it understands to be a highly speculative and illiquid investment.

(c)The representations and warranties contained in Sections 3.04(a) and 3.04(b) hereof shall survive the execution and delivery of this Agreement by each Partner (and, in the case of an Additional Limited Partner or a Substituted Limited Partner, the admission of such Additional Limited Partner or Substituted Limited Partner as a Limited Partner in the Partnership) and the dissolution, liquidation and termination of the Partnership.

(d)Each Partner (including, without limitation, each Substituted Limited Partner as a condition to becoming a Substituted Limited Partner) hereby acknowledges that no representations as to potential profit, cash flows, funds from operations or yield, if any, in respect of the Partnership have been made by the Company, the A-1 Series, any Partner or any employee or representative or Affiliate of the Company, the A-1 Series or any Partner, and that projections and any other information, including, without limitation, financial and descriptive information and documentation, that may have been in any manner submitted to such Partner shall not constitute any representation or warranty of any kind or nature, express or implied.

ARTICLE IV

CAPITAL CONTRIBUTIONS

Section 4.01. Capital Contributions of the Partners. Each Partner has made a Capital Contribution to the Partnership and owns Partnership Units in the amount and designation set forth for such Partner on Exhibit A, as the same may be amended from time to time by the REIT General Partner to the extent necessary to reflect accurately sales, exchanges, conversions or other Transfers, redemptions, Capital Contributions, the issuance of additional Partnership Units, or similar events having an effect on a Partner's ownership of Partnership Units. Except as provided by law or in Section 4.04, 10.04 or 13.02(d), the Partners shall have no obligation or right to make any additional Capital Contributions or loans to the Partnership.

Section 4.02. Classes of Partnership Units. From and after the date of this Agreement, subject to Section 4.03(a) below, the Partnership shall have one class of Partnership Units, entitled "OP Units." OP Units, at the election of the REIT General Partner, in its sole and absolute discretion, may be issued to Partners in exchange for any Capital Contributions by such Partners and/or the provision of services by such Partners; provided, that any Partnership Unit that is not specifically designated by the REIT General Partner as being of a particular class shall be deemed to be an OP Unit.

Section 4.03. Issuances of Additional Partnership Interests.

(a)General. The REIT General Partner is hereby authorized to cause the Partnership to issue additional Partnership Interests, in the form of Partnership Units, for any Partnership purpose, at any time or from time to time, to the Partners (including the REIT General Partner or the A-1 Series) or to other Persons, and to admit such Persons as Additional Limited Partners, for such consideration and on such terms and conditions as shall be established by the REIT General Partner. The REIT General Partner is expressly authorized to cause the Partnership to issue Partnership Units (i) upon the conversion, redemption or exchange of any Debt, Partnership Units or other securities issued by the Partnership, (ii) for less than fair market value, so long as the REIT General Partner concludes in good faith that such issuance is in the best interests of the Partnership and (iii) in connection with any merger of any other Person into the Partnership or any Subsidiary of the Partnership if the applicable merger agreement provides that Persons are to receive Partnership Units in exchange for their interests in the Person merging into the Partnership or any Subsidiary of the Partnership. Subject to Delaware law, any additional Partnership Interests may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties as shall be determined by the REIT General Partner, without the approval of any other Partner, and set forth in a written document thereafter attached to and made an exhibit to this Agreement (each, a "Partnership Unit Designation"). Without limiting the generality of the foregoing, but subject to Section 7.03(h) below, the REIT General Partner shall have authority to specify (A) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Partnership Interests; (B) the right of each such class or series of Partnership Interests to share in Partnership distributions; (D) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; (D) the voting rights, if any, of each such class or series of Partnership Interests; and (E) the conversion, redemption or exchange rights applicable to each such class or series of Partnership Interests. Upon the issuance of any additional Partnership Interest, the REIT General Partner shall amend Exhibit A as appropriate to reflect such issuance.

(b)Issuances to the A-1 Series. No additional Partnership Units shall be issued by the REIT General Partner to the A-1 Series unless (i) the additional Partnership Units are issued to all Partners in proportion to their respective Percentage Interests with respect to the class of Partnership Units so issued, (ii) (A) the additional Partnership Units are (x) OP Units issued in connection with an issuance of Series A-1 Common REIT Shares or (y) Partnership Units (other than OP Units) issued in connection with an issuance of Preferred Shares, Junior Shares, New Securities or other interests in the Company associated with the A-1 Series (other than Series A-1 Common REIT Shares), which Preferred Shares, Junior Shares, New Securities or other interests have designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of the additional Partnership Units issued to the A-1 Series and (B) the A-1 Series directly or indirectly contributes or otherwise causes to be transferred to the Partnership the cash proceeds or other consideration, if any, received in connection with the issuance of such Series A-1 Common REIT Shares, Preferred Shares, Junior Shares, New Securities or other interests in the Company associated with the A-1 Series or (iii) the additional Partnership Units are issued upon the conversion, redemption or exchange of Debt, Partnership Units or other securities issued by the Partnership. In the event that the Partnership issues additional Partnership Units pursuant to this Section 4.03(b), the REIT General Partner shall make such revisions to this Agreement (including the revisions described in Sections 6.02(b) and 8.06) as it determines are necessary to reflect the issuance of such additional Partnership Interests.

(c)No Preemptive Rights. No Person, including, without limitation, any Partner or Assignee, shall have any preemptive, preferential, participation or similar right or rights to subscribe for or acquire any Partnership Interest.

Section 4.04. Additional Funds and Capital Contributions.

(a)General. The REIT General Partner may, at any time and from time to time, determine that the Partnership requires additional funds ("Additional Funds") for the redemption of Partnership Units, or for the conduct of the business and affairs of the Partnership, as reasonably determined by the REIT General Partner. Additional Funds may be obtained by the Partnership, at the election of the REIT General Partner, in any manner provided in, and in accordance with, the terms of this Section 4.04 without the approval of any other Partner.

(b)Additional Capital Contributions. The REIT General Partner, on behalf of the Partnership, may obtain any Additional Funds by accepting Capital Contributions from any Partners or other Persons. In connection with any such Capital Contribution (of cash or property), the REIT General Partner is hereby authorized to cause the Partnership from time to time to issue additional Partnership Units (as set forth in Section 4.03 above) in consideration therefor and the Percentage Interests of the REIT General Partner and the Limited Partners shall be adjusted to reflect the issuance of such additional Partnership Units.

(c)Loans by Third Parties. Subject in all events to the provisions of Section 7.01(a)(iv) hereof, the General Partners, on behalf of the Partnership, may obtain any Additional Funds by causing the Partnership to incur Debt to any Person upon such terms as the General Partners determine appropriate, including making such Debt convertible, redeemable or exchangeable for Partnership Units; provided, however, that the Partnership shall not incur any such Debt if any Limited Partner would be personally liable for the repayment of such Debt (unless such Partner otherwise agrees).

(d)General Partner Loans. Subject in all events to the provisions of Section 7.01(a)(iv) hereof, the General Partners, on behalf of the Partnership, may obtain any Additional Funds by causing the Partnership to incur Debt with the REIT General Partner (a "General Partner Loan"), if (i) such Debt is, to the extent permitted by law, on substantially the same terms and conditions (including interest rate, repayment schedule, and conversion, redemption, repurchase and exchange rights) as Funding Debt incurred by or on behalf of the REIT General Partner, the net proceeds of which are loaned to the Partnership to provide such Additional Funds or (ii) such Debt is on terms and conditions no less favorable to the Partnership than would be available to the Partnership from any third party; provided, however, that the Partnership shall not incur any such Debt if (A) a breach, violation or default of such Debt would be deemed to occur by virtue of the Transfer by any Limited Partner (or by any group of Limited Partners) of any Partnership Interest or (B) such Debt is recourse to any Partner (unless the Limited Partner otherwise agrees).

(e)Issuance of Securities by the Company. The Company shall not issue any additional Series A-1 Common REIT Shares, Preferred Shares, Junior Shares or New Securities unless the A-1 Series contributes directly or indirectly the cash proceeds or other consideration, if any, received from the issuance of such additional Series A-1 Common REIT Shares, Preferred Shares, Junior Shares or New Securities, as the case may be, and from the exercise of the rights contained in any such additional New Securities, to the Partnership in exchange for (i) in the case of an issuance of Series A-1 Common REIT Shares, Partnership Units or (ii) in the case of an issuance of Preferred Shares, Junior Shares or New Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred Shares, Junior Shares or New Securities; provided, however, that notwithstanding the foregoing, the Company may issue Series A-1 Common REIT Shares, Preferred Shares, Junior Shares or New Securities (A) pursuant to Section 4.05 or 8.06(b) hereof, (B) pursuant to a distribution (including any share split) wholly or partly of Series A-1 Common REIT Shares, Preferred Shares, Junior Shares or New Securities to all of the holders of Series A-1 Common REIT Shares, Preferred Shares, Junior Shares or New Securities, as the case may be, (C) upon a conversion, redemption or exchange of Preferred Shares, (D) upon a conversion of Junior Shares into Series A-1 Common REIT Shares, (E) upon a conversion, redemption, exchange or exercise of New Securities or, (F) pursuant to share grants or awards made pursuant to any Equity Incentive Plan of the Company. In the event of any issuance of additional Series A-1 Common REIT Shares, Preferred Shares, Junior Shares or New Securities by the Company, and the direct or indirect contribution to the Partnership, by the A-1 Series, of the cash proceeds or other consideration received from such issuance, if any, the Partnership shall pay the Company's and the A-1 Series' expenses associated with such issuance, including any underwriting discounts or commissions (it being understood that if the proceeds actually received by the Company are less than the gross proceeds of such issuance as a result of any underwriter's discount or other expenses paid or incurred by the Company and the A-1 Series in connection with such issuance, then the A-1 Series shall be deemed to have made a Capital Contribution to the Partnership in the amount of the gross proceeds of such issuance and the Partnership shall be deemed simultaneously to have reimbursed the Company or the A-1 Series, as applicable, pursuant to Section 7.04(b) for the amount of such underwriter's discount or other expenses)

(f)Approval Rights of the Fortis General Partner Relating to Issuance of Securities by the Partnership.

i.Notwithstanding anything to the contrary contained in the other provisions of this Article IV, prior to the Refinance Date, without the consent of the Fortis General Partner, the REIT General Partner shall not:

1.permit (x) the Partnership, the Property Owner or any other Subsidiary of the Partnership to issue any additional Partnership Units or other partnership, membership or beneficial ownership interests or any other securities convertible into or exercisable for Partnership Units, or (y) the Company to issue any Series A-1 Common REIT Shares, Preferred Shares, Junior Shares or New Securities, unless the Board of Directors, including a majority of its independent directors, has determined in good faith that it is necessary to issue Partnership Units (or other securities) to prevent an imminent foreclosure under the Existing Loan or foreclosure upon collateral pledged to secure the Existing Loan;

2.permit (x) the Partnership, the Property Owner or any other Subsidiary of the Partnership to issue any additional Partnership Units or other partnership, membership or beneficial ownership interests or any other securities convertible into or exercisable for Partnership Units, or (y) the Company to issue any Series A-1 Common REIT Shares, Preferred Shares, Junior Shares or New Securities to the extent that the issuance could cause a default under the Existing Loan; and

3.permit (x) the Partnership, the Property Owner or any other Subsidiary of the Partnership to issue any additional Partnership Units or other partnership, membership or beneficial ownership interests or any other securities convertible into or exercisable for Partnership Units, or (y) the Company to issue any Series A-1 Common REIT Shares, Preferred Shares, Junior Shares or New Securities to the extent that any such issuance could in any way reasonably be deemed to have the effect of diluting in a non-de minimis way (other than any "straight" dilution arising solely out of the change in relative ownership caused by the issuance of any such securities) the relative ownership of the Lincoln Street Holdings Limited Partner Group in the Partnership disproportionately in comparison to the other Holders of OP Units in the Partnership; or

ii.Notwithstanding anything to the contrary contained in the other provisions of this Article IV, on and after the Refinance Date, and prior to the Fortis Stepdown Date, without the consent of the Fortis General Partner, the REIT General Partner shall not permit (x) the Partnership, the Property Owner or any other Subsidiary of the Partnership to issue any additional Partnership Units or other partnership, membership or beneficial ownership interests or any other securities convertible into or exercisable for Partnership Units, or (y) the Company to issue any Series A-1 Common REIT Shares, Preferred Shares, Junior Shares or New Securities.

iii.Any issuance of securities that requires the Fortis General Partner's consent under Section 4.04(f)(i) or Section 4.04(f)(ii) above shall deemed to be an Approval Matter for purposes of Section 7.01(a)(iv). Accordingly, from and after the occurrence of the Refinance Date, if the REIT General Partner requests that the Fortis General Partner consent to any such issuance under Section 4.04(f)(ii) and the Fortis General Partner disagrees and declines to consent to such issuance, then the REIT General Partner shall promptly notify the Fortis General Partner and the REIT General Partner shall be authorized to present such issuance to the Property Oversight Committee for the final determination of whether the requested issuance is to be effected. Prior to the Refinance Date, the Fortis General Partner and the REIT General Partner may jointly agree to present any such issuance under Section 4.04(f)(i) to the Property Oversight Committee for the final determination of whether the issuance is to be effected.

iv.Notwithstanding anything to the contrary contained in Section 4.04(f)(i) or Section 4.04(f)(ii) above, (A) the REIT General Partner may cause the Partnership to issue Partnership Interests or any other securities under any Equity Incentive Plan, in accordance with Section 4.05 below, and the Company may issue securities under any Equity Incentive Plan, to the extent that the fair market value (measured as of the date of issuance) of the aggregate units of such interests or securities issued in any calendar year does not exceed thirty-three thousand dollars ($33,000.00) in the aggregate; (B) the REIT General Partner may cause the Partnership to issue Overallotment Units (but only to Lincoln Street Holdings), and the Company may issue Series A-1 Common REIT Shares, in connection with any exercise of the underwriters' overallotment option in the IPO, and the REIT General Partner may cause the Partnership to issue OP Units upon the conversion of such Overallotment Units (but only in accordance with the Partnership Unit Designation for the Overallotment Units); and (C) the Company may issue Series A-1 Common REIT Shares pursuant to Section 8.06(b) hereof. In the event of any exercise of the underwriters' overallotment option in the IPO, the Fortis General Partner shall prepare an amendment to the annual operating budget to address the application by the Partnership of any cash proceeds received (directly or indirectly) by the Partnership in connection with the issuance of Overallotment Units (which amendment shall be deemed to constitute a material change to the annual operating budget), and the Fortis General Partner shall submit such amendment to the REIT General Partner for its written consent pursuant to Section 7.01(a)(iv)(F); provided that, for the avoidance of doubt, the application of any such proceeds shall require the joint approval of the Fortis General Partner and the REIT General Partner (other than to the extent expressly provided for in the then approved annual operating budget).

v.Notwithstanding anything to the contrary contained in the other provisions of this Article IV, prior to the Fortis Stepdown Date, the REIT General Partner shall not permit the Partnership to incur any Partnership Debt unless approved by the Fortis General Partner and the REIT General Partner, or approved by the Property Oversight Committee, as provided in Section 7.01.

Section 4.05. Equity Incentive Plan.

(a)Options Granted to Company Employees and Independent Directors. If at any time or from time to time, in connection with an Equity Incentive Plan, a share option granted to a Company Employee or Independent Director and associated with the A-1 Series is duly exercised:

i.the A-1 Series shall, as soon as practicable after such exercise, make or cause to be made directly or indirectly a Capital Contribution to the Partnership in an amount equal to the exercise price paid to the Company by such exercising party in connection with the exercise of such share option.

ii.Notwithstanding the amount of the Capital Contribution actually made pursuant to Section 4.05(a)(i) hereof, the A-1 Series shall be deemed to have contributed directly or indirectly to the Partnership, as a Capital Contribution, in consideration of an additional Limited Partner Interest (expressed in and as additional Partnership Units), an amount equal to the Value of a Series A-1 Common REIT Share as of the date of exercise multiplied by the number of Series A-1 Common REIT Shares then being issued in connection with the exercise of such share option.

iii.An equitable Percentage Interest adjustment shall be made in which the REIT General Partner shall be treated as having made a cash contribution equal to the amount described in Section 4.05(a)(ii) hereof.

(b)Special Valuation Rule. For purposes of this Section 4.05, in determining the Value of a Series A-1 Common REIT Share, only the trading date immediately preceding the exercise of the relevant share option under the Equity Incentive Plan shall be considered.

(c)Future Equity Incentive Plans. Subject in all events to the provisions of Section 7.01(a)(iv) hereof, nothing else in this Agreement shall be construed or applied to preclude or restrain the Company from adopting, modifying or terminating any Equity Incentive Plan, for the benefit of employees, directors or other business associates of the Company, the A-1 Series, the Partnership or any of their Affiliates. The Partners acknowledge and agree that, in the event that any such plan is adopted, modified or terminated by the Company, amendments to this Section 4.05 may become necessary or advisable and that any approval or consent of the Limited Partners required pursuant to the terms of this Agreement in order to effect any such amendments requested by the REIT General Partner shall not be unreasonably withheld or delayed.

Section 4.06. No Interest; No Return. No Partner shall be entitled to interest on its Capital Contribution or on such Partner's Capital Account. Except as provided herein or by law, no Partner shall have any right to demand or receive the return of its Capital Contribution from the Partnership.

Section 4.07. Other Contribution Provisions. In the event that any Partner is admitted to the Partnership and is given a Capital Account in exchange for services rendered to the Partnership, unless otherwise determined by the REIT General Partner in its sole and absolute discretion, such transaction shall be treated by the Partnership and the affected Partner as if the Partnership had compensated such partner in cash and such Partner had contributed the cash to the capital of the Partnership. In addition, with the consent of the REIT General Partner, one or more Limited Partners may enter into contribution agreements with the Partnership which have the effect of providing a guarantee of certain obligations of the Partnership.

Section 4.08. Not Publicly Traded. The General Partners, on behalf of the Partnership, shall use their best efforts not to take any action which would result in the Partnership being a "publicly traded partnership" under and as such term is defined in Code Section 7704(b), and by reason thereof, taxable as a corporation.

Section 4.09. No Third Party Beneficiary. No creditor or other third party having dealings with the Partnership shall have the right to enforce the right or obligation of any Partner to make Capital Contributions or loans or to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the parties hereto and their respective successors and assigns. None of the rights or obligations of the Partners herein set forth to make Capital Contributions or loans to the Partnership shall be deemed an asset of the Partnership for any purpose by any creditor or other third party, nor may such rights or obligations be sold, transferred or assigned by the Partnership or pledged or encumbered by the Partnership to secure any debt or other obligation of the Partnership or of any of the Partners. In addition, it is the intent of the parties hereto that no distribution to any Limited Partner shall be deemed a return of money or other property in violation of the Act. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Limited Partner is obligated to return such money or property, such obligation shall be the obligation of such Limited Partner and not of the General Partners. Without limiting the generality of the foregoing, a deficit Capital Account of a Partner shall not be deemed to be a liability of such Partner nor an asset or property of the Partnership.

ARTICLE V

DISTRIBUTIONS

Section 5.01. Requirement and Characterization of Distributions. Subject to the terms of any Partnership Unit Designation, the Partnership shall distribute at least quarterly all or such portion of amounts, at such times, as shall be determined in a manner consistent with the then approved annual operating budget, of Available Cash generated by the Partnership during such quarter to the Holders of Partnership Units on the Partnership Record Date with respect to such quarter: (a) first in respect of each class or series of issued and outstanding Preferred Units, if any, in accordance with the rights of such class(es) or series of Preferred Units (and, within such class(es) or series, pro rata in proportion to the respective Preferred Units on such Partnership Record Date); (b) second, in respect of any issued and outstanding OP Units held by the REIT General Partner or any Subsidiary of the A-1 Series, an amount equal to (i) the Series A-1 Common REIT Share Preference Amount in respect of any prior quarters and (ii) the Series A-1 Common REIT Share Preference Amount in respect of the current quarter (and between those OP units, pro rata in proportion to the relative number of those OP Units on the Partnership Record Date); (c) third, in respect of each issued and outstanding OP Unit other than those entitled to receive distributions pursuant to clause (b) above (and between those OP units, pro rata in proportion to the relative number of those OP Units on the Partnership Record Date), an amount equal to the distributions paid pursuant to clause (b)(ii) above in respect of such quarter to an OP Unit entitled to receive distributions pursuant to clause (b) above; and (d) thereafter, in respect of each issued and outstanding OP Unit, pro rata in proportion to the relative number of OP Units on the Partnership Record Date. Subject to the terms of any Partnership Unit Designation, in the event the Partnership does not distribute the Available Cash generated by the Partnership during a quarter in the manner required under this Section 5.01 (i.e., in a manner consistent with the then approved annual operating budget), then either the REIT General Partner or the Fortis General Partner may cause the Partnership to so distribute such Available Cash to the Holders of Partnership Units on the Partnership Record Date with respect to such quarter, but solely in a manner consistent with the then approved annual operating budget.

Subject to the terms of any Partnership Unit Designation, the REIT General Partner and the Fortis General Partner may, in their sole and absolute discretion, jointly cause the Partnership to distribute amounts in excess of the Available Cash generated by the Partnership during a quarter in accordance with the foregoing paragraph.

In addition, subject to the terms of any Partnership Unit Designation, after the Redemption Right Date, the Fortis General A-1 Partner will have the right, as determined by it in its sole and absolute discretion, to cause the Partnership to distribute to the Holders of Partnership Units on the Special Partnership Record Date, a special distribution of any Remaining Overallotment Proceeds: (a) first in respect of each class or series of issued and outstanding Preferred Units, if any, in accordance with the rights of such class(es) or series of Preferred Units (and, within such class(es) or series, pro rata in proportion to the respective Preferred Units on such Special Partnership Record Date); and (b) thereafter, in respect of each issued and outstanding OP Unit, pro rata in proportion to the relative number of OP Units on the Partnership Record Date; provided that (i) the Remaining Overallotment Proceeds are not committed to be applied under the then approved annual operating budget and (ii) any such special distribution could not adversely affect the ability of the A-1 Series' qualify as a REIT under the Code and Regulations (the "REIT Requirements").

Notwithstanding anything herein to the contrary, the REIT General Partner shall make such reasonable efforts, as determined by it in its sole and absolute discretion and consistent with the A-1 Series' qualification as a REIT, to cause the Partnership to distribute sufficient amounts to enable the Company to pay A-1 Series member distributions that will (i) satisfy the requirements for the A-1 Series' qualification as a REIT under the REIT Requirements and (ii) except to the extent otherwise determined by the REIT General Partner, in its sole and absolute discretion, avoid any federal income or excise tax liability of the A-1 Series.

Section 5.02. Distributions In Kind. No right is given to any Partner to demand and receive property other than cash as provided in this Agreement. The REIT General Partner and the Fortis General Partner may determine to make a distribution in kind of Partnership assets to the Holders, and such assets shall be distributed in such a fashion as to ensure that the fair market value is distributed and allocated in accordance with Articles V, VI and X hereof.

Section 5.03. Amounts Withheld. All amounts withheld pursuant to the Code or any provisions of any state or local tax law and Section 10.04 hereof with respect to any allocation, payment or distribution to any Holder shall be treated as amounts paid or distributed to such Holder pursuant to Section 5.01 hereof for all purposes under this Agreement.

Section 5.04. Distributions Upon Liquidation. Notwithstanding the other provisions of this Article V, net proceeds from a Terminating Capital Transaction, and any other cash received or reductions in reserves made after commencement of the liquidation of the Partnership, shall be distributed to the Holders in accordance with Section 13.02 hereof.

Section 5.05. Distributions to Reflect Issuance of Additional Partnership Units. In the event that the Partnership issues additional Partnership Units pursuant to the provisions of Article IV hereof, the REIT General Partner is hereby authorized to make such revisions to this Article V as it determines are necessary or desirable to reflect the issuance of such additional Partnership Units, including, without limitation, making preferential distributions to certain classes of Partnership Units.

Section 5.06. Restricted Distributions. Notwithstanding any provision to the contrary contained in this Agreement, neither the Partnership and neither the REIT General Partner nor the Fortis General Partner, on behalf of the Partnership, shall make a distribution to any Holder on account of its Partnership Interest or interest in Partnership Units if such distribution would violate Section 17-607 of the Act or other applicable law.

ARTICLE VI

ALLOCATIONS

Section 6.01. Timing and Amount of Allocations of Net Income and Net Loss. Net Income and Net Loss of the Partnership shall be determined and allocated with respect to each Partnership Year of the Partnership as of the end of each such year. Except as otherwise provided in this Article VI, and subject to Section 11.06(c) hereof, an allocation to a Holder of a share of Net Income or Net Loss shall be treated as an allocation of the same share of each item of income, gain, loss or deduction that is taken into account in computing Net Income or Net Loss.

Section 6.02. General Allocations.

(a)Allocations of Net Income and Net Loss.

i.Net Income. Except as otherwise provided herein, Net Income for any Partnership Year or other applicable period shall be allocated in the following order and priority:

1.First, to the Partners holding OP Units to the extent the cumulative Net Loss allocated to such holders pursuant to subparagraph (ii)(D) below exceeds the cumulative Net Income allocated to such holders pursuant to this subparagraph (i)(A) (and, among such holders, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made);

2.Second, to the holders of any Partnership Interests that are entitled to any preference in distribution upon liquidation until the cumulative Net Income allocated under this subparagraph (B) equals the cumulative Net Loss allocated to such Partners under subparagraph (ii)(C);

3.Third, to the holders of any Partnership Units that are entitled to any preference in distribution in accordance with the rights of any other class of Partnership Units (for the avoidance of doubt, the Series A-1 Common REIT Share Preference Amount does not constitute a preference in distribution for the purposes of this clause (C)) until each such Partnership Unit has been allocated, on a cumulative basis pursuant to this subparagraph (i)(C)), Net Income equal to the amount of all accrued amounts which are attributable to the preference of such class of Partnership Unit (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is made);

4.Fourth, to the REIT General Partner and any Subsidiary of the A-1 Series to the extent that the REIT General Partner and such Subsidiaries have received distributions equal to the Series A-1 Common REIT Share Preference Amount;

5.Fifth, to the holders of OP Units to the extent they have received distributions pursuant to clause (3) of Section 5.01.

6.Thereafter, with respect to Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution (for the avoidance of doubt, the Series A-1 Common REIT Share Preference Amount does not constitute a preference in distribution for the purposes of this clause (F)), pro rata to each such class in accordance with the terms of such class (and, within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made).

ii.Net Loss. Except as otherwise provided herein, Net Loss for any Partnership Year or other applicable period shall be allocated in the following order and priority:

1.First, to each holder of Partnership Units in proportion to and to the extent of the amount by which the cumulative Net Income allocated to such Partner pursuant to subparagraph (i)(F) above exceeds, on a cumulative basis, the sum of (1) distributions with respect to such holder's Partnership Units pursuant to clauses (4), (3), and (2) (in the reverse order of the distribution priorities set forth in Section 5.01) of Section 5.01 and (2) Net Loss allocated to such Partner pursuant to this subparagraph (ii)(A);

2.Second, with respect to classes of Partnership Units that are not entitled to any preference in distribution or with respect to which distributions are not limited to any preference in distribution (for the avoidance of doubt, the Series A-1 Common REIT Share Preference Amount does not constitute a preference in distribution for the purposes of this clause (B)), pro rata to each such class in accordance with the terms of such class (and within such class, pro rata in proportion to the respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, that Net Loss shall not be allocated to any Partner pursuant to this subparagraph (ii)(B) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case (1) with respect to a Partner who also holds classes of Partnership Units that are entitled to any preferences in distribution upon liquidation, by subtracting from such Partners' Adjusted Capital Account the amount of such preferred distribution to be made upon liquidation and (2) by not including in the Partners' Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.02(d)) at the end of such Partnership Year or other applicable period;

3.Third, with respect to classes of Partnership Units that are entitled to any preference in distribution upon liquidation (for the avoidance of doubt, the Series A-1 Common REIT Share Preference Amount does not constitute a preference in distribution for the purposes of this clause (C)), in reverse order of the priorities of each such class (and within each such class, pro rata in proportion to their respective Percentage Interests as of the last day of the period for which such allocation is being made); provided, that Net Loss shall not be allocated to any Partner pursuant to this subparagraph (ii)(C) to the extent that such allocation would cause such Partner to have an Adjusted Capital Account Deficit (or increase any existing Adjusted Capital Account Deficit) (determined in each case by not including in the Partners' Adjusted Capital Accounts any amount that a Partner is obligated to contribute to the Partnership with respect to any deficit in its Capital Account pursuant to Section 13.02(d)) at the end of such Partnership Year or other applicable period; and

4.Thereafter, to the Partners holding OP Units, pro rata in proportion to the relative number of OP Units held by such Partners as of such date.

(b)Allocations to Reflect Issuance of Additional Partnership Units. Subject in all events to the terms of Section 7.03(h) below, in the event that the Partnership issues additional Partnership Units pursuant to the provisions of Article IV hereof, the REIT General Partner is hereby authorized to make such revisions to this Section 6.02 as it determines are necessary or desirable to reflect the terms of the issuance of such additional Partnership Units.

Section 6.03. Additional Allocation Provisions. Notwithstanding the foregoing provisions of this Article VI:

(a)Regulatory Allocations.

i.Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704‑2(f), notwithstanding the provisions of Section 6.02 hereof, or any other provision of this Article VI, if there is a net decrease in Partnership Minimum Gain during any Partnership Year, each Holder shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder's share of the net decrease in Partnership Minimum Gain, as determined under Regulations Section 1.704‑2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Holder pursuant thereto. The items to be allocated shall be determined in accordance with Regulations Sections 1.704‑2(f)(6) and 1.704‑2(j)(2). This Section 6.03(a)(i) is intended to qualify as a "minimum gain chargeback" within the meaning of Regulations Section 1.704‑2(f) and shall be interpreted consistently therewith.

ii.Partner Minimum Gain Chargeback. Except as otherwise provided in Regulations Section 1.704‑2(i)(4) or in Section 6.03(a)(i) hereof, if there is a net decrease in Partner Minimum Gain attributable to a Partner Nonrecourse Debt during any Partnership Year, each Holder who has a share of the Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704‑2(i)(5), shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Holder's share of the net decrease in Partner Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Regulations Section 1.704‑2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to the Partners and other Holders pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704‑2(i)(4) and 1.704‑2(j)(2). This Section 6.03(a)(ii) is intended to qualify as a "chargeback of partner nonrecourse debt minimum gain" within the meaning of Regulations Section 1.704‑2(i) and shall be interpreted consistently therewith.

iii.Nonrecourse Deductions and Partner Nonrecourse Deductions. Any Nonrecourse Deductions for any Partnership Year shall be specially allocated to the Holders of OP Units in accordance with their OP Units. Any Partner Nonrecourse Deductions for any Partnership Year shall be specially allocated to the Holder(s) who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable, in accordance with Regulations Section 1.704‑2(i).

iv.Qualified Income Offset. If any Holder unexpectedly receives an adjustment, allocation or distribution described in Regulations Section 1.704‑1(b)(2)(ii)(d)(4), (5), or (6), items of Partnership income and gain shall be allocated, in accordance with Regulations Section 1.704‑1(b)(2)(ii)(d), to such Holder in an amount and manner sufficient to eliminate, to the extent required by such Regulations, the Adjusted Capital Account Deficit of such Holder as quickly as possible. It is intended that this Section 6.03(a)(iv) qualify and be construed as a "qualified income offset" within the meaning of Regulations Section 1.704‑1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

v.Gross Income Allocation. In the event that any Holder has an Adjusted Capital Account Deficit at the end of any Partnership Year, each such Holder shall be specially allocated items of Partnership income and gain in the amount of such excess to eliminate such deficit as quickly as possible.

vi.Section 754 Adjustment. To the extent that an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704‑1(b)(2)(iv)(m)(2) or Regulations Section 1.704‑1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder in complete liquidation of its interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Holders in accordance with their Partnership Units in the event that Regulations Section 1.704‑1(b)(2)(iv)(m)(2) applies, or to the Holders to whom such distribution was made in the event that Regulations Section 1.704‑1(b)(2)(iv)(m)(4) applies.

vii.Curative Allocations. The allocations set forth in Sections 6.03(a)(i), (ii), (iii), (iv), (v), and (vi) hereof (the "Regulatory Allocations") are intended to comply with certain regulatory requirements, including the requirements of Regulations Sections 1.704‑1(b) and 1.704‑2. Notwithstanding the provisions of Section 6.01 hereof, the Regulatory Allocations shall be taken into account in allocating other items of income, gain, loss and deduction among the Holders of Partnership Units so that to the extent possible without violating the requirements giving rise to the Regulatory Allocations, the net amount of such allocations of other items and the Regulatory Allocations to each Holder of a Partnership Unit shall be equal to the net amount that would have been allocated to each such Holder if the Regulatory Allocations had not occurred.

(b)Allocation of Excess Nonrecourse Liabilities. The Partnership shall allocate "nonrecourse liabilities" (within the meaning of Regulations Section 1.752‑1(a)(2)) of the Partnership that are secured by multiple Properties under any reasonable method chosen by the REIT General Partner and the Fortis General Partner in accordance with Regulations Section 1.752‑3(a)(3) and (b). The Partnership shall allocate "excess nonrecourse liabilities" of the Partnership under a method approved under Regulations Section 1.752‑3(a)(3) as chosen by the REIT General Partner and the Fortis General Partner.

Section 6.04. Tax Allocations.

(a)In General. Except as otherwise provided in this Section 6.04, for income tax purposes under the Code and the Regulations each Partnership item of income, gain, loss and deduction (collectively, "Tax Items") shall be allocated among the Holders of Partnership Units in the same manner as its correlative item of "book" income, gain, loss or deduction is allocated pursuant to Sections 6.02 and 6.03 hereof.

(b)Allocations Respecting Section 704(c) Revaluations. Notwithstanding Section 6.04(a) hereof, Tax Items with respect to Property that is contributed to the Partnership with a Gross Asset Value that varies from its basis in the hands of the contributing Partner immediately preceding the date of contribution shall be allocated among the Holders of Partnership Units for income tax purposes pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation. The Partnership shall account for such variation under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the REIT General Partner and the Fortis General Partner or as otherwise agreed by the REIT General Partner, the Fortis General Partner and such contributing partner; provided that the Fortis General Partner shall be entitled to designate the Code Section 704(c) method applicable to the Real Property. In the event that the Gross Asset Value of any partnership asset is adjusted pursuant to subsection (b) of the definition of "Gross Asset Value" (provided in Article I hereof), subsequent allocations of Tax Items with respect to such asset shall take account of the variation, if any, between the adjusted basis of such asset and its Gross Asset Value in the same manner as under Code Section 704(c) and the applicable Regulations or under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the REIT General Partner and the Fortis General Partner.

ARTICLE VII

MANAGEMENT AND OPERATIONS OF BUSINESS

Section 7.01. Management.

(a)Management.

i.Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership are and shall be exclusively vested in the General Partners as described in this Agreement, and no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership; provided that the General Partners shall not cause the Partnership or any Subsidiary to take any action (or fail to take any required action) that could adversely affect the ability of the A-1 Series to qualify as a REIT or that could subject the A-1 Series to any additional taxes under Code Section 857 or Code Section 4981 or any other related or successor provision of the Code (so long as the A-1 Series desires to maintain its qualification as a REIT).

ii.The REIT General Partner and the Fortis General Partner hereby agree that, until the occurrence of the Fortis Stepdown Date, the Fortis General Partner shall have the sole power and authority to manage the day to day business, affairs and operations of the Partnership, its Subsidiaries and the Real Property. In connection with the foregoing, subject to the Approval Matters described below and such matters that are expressly delegated to the authority of the REIT General Partner hereunder, the Fortis General Partner shall, until the occurrence of the Fortis Stepdown Date, have the sole authority to unilaterally take, without requiring the consent of the REIT General Partner in each case of clause (A) and clause (B) of this sentence, all actions generally described in this Agreement as (A) actions to be taken by, requiring the consent of, or under the authority of, the Fortis General Partner, as well as (B) actions to be taken by, requiring the consent of, or under the authority of, or the “General Partners”, but not “the REIT General Partner and the Fortis General Partner” or vice versa (which actions shall all require the joint consent of the REIT General Partner and the Fortis General Partner). The REIT General Partner and the Fortis General Partner further agree that until the occurrence of the Fortis Stepdown Date, the REIT General Partner shall have the sole authority to unilaterally take all actions generally described in this Agreement as actions to be taken by, requiring the consent of (other than with respect to Approval Matters, which shall require the consent of each of the Fortis General Partner and the REIT General Partner or the approval of the Property Oversight Committee), or under the authority of, the REIT General Partner. In addition, after the occurrence of the Fortis Stepdown Date, the REIT General Partner shall have the sole authority to unilaterally take all actions generally described in this Agreement as actions to be taken by, requiring the consent of, or under the authority of, the General Partners, the Fortis General Partner or the REIT General Partner.

iii.Until the occurrence of the Fortis Stepdown Date, other than in connection with any Approval Matters, the Fortis General Partner shall have the responsibility and sole authority to:

1.operate and act on behalf of the Partnership, its Subsidiaries and the Real Property, on a day-to-day basis;

2.generally, singularly manage and control (and make determinations of the Partnership with respect to) the management of the Real Property in accordance with the business plan and the then approved annual operating budget of the Partnership (it being agreed that such responsibility and authority includes managing and addressing "emergency circumstances" (e.g., imminent risk of personal injury to occupants or material damage to the Real Property, which circumstances shall not be contemplated by the business plan or approved annual operating budget));

3.monitor and manage the capital of the Partnership, provide reports, advice and recommendations to the REIT General Partner regarding financing needs and options (provided that for the avoidance of doubt, the foregoing shall not include Company-level or Series A-1 financing and issuance needs and options);

4.develop and recommend strategy with respect to the marketing and leasing of the Real Property to tenants to be reflected in the business plan and the then approved annual operating budget, including the development of leasing guidelines to be implemented in connection with the marketing and leasing program for the Real Property; and

5.evaluate, develop, and recommend whether and what capital expenditures, renovation, or redevelopment of the Real Property is desired for the Partnership.

The REIT General Partner shall have the responsibility and sole authority to pursue or negotiate any sale, transfer, assignment or other disposition of the Real Property or of the Property Owner or enter into (on behalf of the Partnership) a binding agreement providing for any such sale, transfer, assignment or other disposition, provided that any such binding agreement must be conditioned upon the receipt of the requisite consents under this Agreement and the LLC Agreement.

iv.Notwithstanding the foregoing, prior to the occurrence of the Fortis Stepdown Date, the Fortis General Partner shall not be authorized to, and shall not cause the Partnership to, take any action (including by preventing the Partnership from taking any action and thus causing the Partnership to engage in an omission) described below (the "Approval Matters") without the joint written consent of the REIT General Partner:

1.Incur indebtedness (other than trade payables incurred in the ordinary course operation of the business and affairs of the Partnership and its Subsidiaries); provided that notwithstanding the foregoing, in the event that (1) a material claim or liability has arisen for either Existing Loan Guarantor under the Existing Loan Guaranty, and (2) an amount equal to the full reimbursement for such claim or liability has not been adequately and fully reserved for by the Partnership or the A-1 Series upon fifteen (15) days written request by the Fortis General Partner, then the Fortis General Partner shall be authorized to unilaterally take all actions necessary on behalf of the Partnership and its Subsidiaries (including executing documents, instruments and agreements) to enter into a refinancing transaction for the Existing Loan with a third-party lender and on commercially reasonable terms;

2.Entering into, amending, modifying, extending or terminating any agreement, or otherwise engaging in any transaction between the Partnership or a Subsidiary of the Partnership, on the one hand, and any Affiliate or controlling person of (x) either General Partner, or (y) the Managing Member; it being agreed that, unless the terms of any such agreement otherwise provide, the REIT General Partner shall have the sole authority to unilaterally take all actions in order to enforce the rights of the Partnership or a Subsidiary of the Partnership under any such agreement with an Affiliate or controlling person of the Fortis General Partner and the Fortis General Partner shall have the sole authority to unilaterally take all actions in order to enforce the rights of the Partnership or a Subsidiary of the Partnership under any such agreement with an Affiliate or controlling person of the REIT General Partner or the Managing Member;

3.Amendment of this Agreement; it being agreed that the REIT General Partner may amend this Agreement without the consent of the Fortis General Partner solely to the extent the REIT General Partner is expressly authorized to do so under this Agreement;

4.The commitment by the Partnership, as lender, to make or accept, or the making or acceptance by the Partnership as lender of, any loan, and any material modification or amendment thereof or material waiver of any rights thereunder;

5.Issuing guaranties on behalf of the Partnership or a Subsidiary of the Partnership of obligations of any other Person or entity;

6.Approval of the annual operating budget and any material changes thereto (including the amount of Available Cash and any reserves contemplated thereby); provided that in the event that the Fortis General Partner and the REIT General Partner do not jointly approve, or the Property Oversight Committee does not approve, an annual operating budget by January 1 of a calendar year, then the most recently approved annual operating budget shall apply with deemed increases or decreases (x) for non-elective items in third-party required costs (such as real estate taxes, insurance, utilities, debt service and amounts payable under a lease or other binding contract), and (y) of five percent (5%) for any line items not otherwise adjusted under clause (x) above;

7.Incurring or permitting or causing the Partnership or any Subsidiary of the Partnership to incur any expenditure or taking or permitting or causing the Partnership or any Subsidiary of the Partnership to take any action which is inconsistent with the then approved annual operating budget; provided that the Fortis General Partner may cause the Partnership to incur expenses in excess of the approved annual operating budget so long as no budgeted expense line is exceeded by more than ten percent (10)% in any given year, and the total budgeted expense amount is not exceeded by more than five percent (5)% in any given year; provided that such limitation shall not apply to amounts necessary to pay non-discretionary third party costs (such as real estate taxes, insurance, utilities, debt service and amounts payable under a lease or other binding contract);

8.Instituting, prosecuting, defending or settling any legal, arbitration or administrative actions or proceedings on behalf of the Partnership, or any Subsidiary of the Partnership with an amount at issue or risk in excess of two hundred fifty thousand dollars ($250,000.00) in the aggregate (excluding claims arising in the ordinary course of business which are fully covered by insurance policies maintained by or on behalf of the Partnership or any Subsidiary of the Partnership);

9.Taking or causing the Partnership or a Subsidiary of the Partnership to take any action in order to enforce the rights of the Partnership or Subsidiary of the Partnership as (a) landlord under any lease, or (b) seller under any binding agreement of sale for all or any portion of the Real Property or any direct or indirect interest therein;

10.Settling any lawsuit or proceeding if the settlement requires a payment in excess of two hundred fifty thousand dollars ($250,000.00) or requires an admission of liability on the part of the Partnership or a Subsidiary of the Partnership;

11.Approving or disapproving or causing or permitting a Subsidiary of the Partnership to approve or disapprove a creditors' plan or any bankruptcy or similar proceeding involving any tenant under a lease or any guarantor of a tenant's obligations under a lease;

12.Entering into or causing or permitting any Subsidiary of the Partnership to enter into any lease or any material amendment, modification or termination of any lease, or accepting the surrender of any lease;

13.Initiating, joining in, acquiescing in, or consenting to any change in any material private restrictive covenant, zoning law or other public or private restriction, relating to the Real Property or cause or permit a Subsidiary of the Partnership to do any of the foregoing;

14.Approving any easement agreements, restrictive covenants or any encumbrances or servitudes to be put on record or affecting the title of the Real Property;

15.Approval of any material or non-ordinary course matters relating to compliance with environmental laws, or regarding any environmental or ecological matter relating to the Real Property, including selection of consultants in regard thereto and adoption of and implementation of any operation and maintenance program or any other program to remove or otherwise remediate hazardous materials;

16.Any merger or consolidation of the Partnership with or into any other entity or Person;

17.The filing of any insurance claim or any insurance settlement involving a claim which could reasonably be expected to exceed two hundred fifty thousand dollars ($250,000.00);

18.Causing the formation of any corporation or other Subsidiary entity owned or controlled by the Partnership;

19.Making any significant accounting decision for the Partnership which adversely affects a Partner;

20.Designating banks or trust companies (other than those expressly required by the documents relating to the Existing Loan) for the deposit and disbursement of all funds related to the Partnership and making any decisions with respect to the maintenance of such funds;

21.Refraining from making distributions of all then Available Cash on a quarterly basis, or creating reserves in excess of the amounts set forth in the then approved annual operating budget;

22.Causing the Partnership to issue any Partnership Interests or any other securities under or in connection with any Equity Incentive Plan, in accordance with Section 4.05 hereunder, to the extent that the fair market value (measured as of the date of issuance) of the aggregate units of such interests or securities issued in any calendar year exceeds thirty-three thousand dollars ($33,000.00) in the aggregate;

23.Taking any action on behalf of a Subsidiary of the Partnership, or approving or consenting to any action or decision of any Subsidiary of the Partnership, which in either case would be an Approval Matter if such action or decision were made or taken by, or with respect to, the Partnership;

24.Changing the name of the Partnership; and

25.Making material tax elections or decisions on behalf of the Partnership or any of its Subsidiaries.

v.From and after the occurrence of the Refinance Date, if the REIT General Partner requests that the Fortis General Partner take, cause or consent to an action that is an Approval Matter (including any issuance of securities that is deemed to be an Approval Matter pursuant to Section 4.04(f)) and the Fortis General Partner disagrees and declines to take, cause or consent to such action (or if the Fortis General Partner requests that the REIT General Partner consent to an action that is an Approval Matter and the REIT General Partner disagrees and declines to consent to such action), then either General Partner shall promptly notify the other General Partner and either General Partner shall be authorized to present such action to the Property Oversight Committee for the final determination of whether the requested action is to be taken. Prior to the Refinance Date, the Fortis General Partner and the REIT General Partner may jointly agree to present an action that is an Approval Matter (including any issuance of securities that is deemed to be an Approval Matter pursuant to Section 4.04(f)) to the Property Oversight Committee for the final determination of whether the action is to be taken; provided, however, that, prior to the Refinance Date, if the Fortis General Partner requests that the REIT General Partner consent to an action that is an Approval Matter and the REIT General Partner disagrees and declines to consent to such action, then the Fortis General Partner shall promptly notify the REIT General Partner and the Fortis General Partner shall be authorized to present such action to the Property Oversight Committee for the final determination of whether the requested action is to be taken. Prior to the Fortis Stepdown Date, the Property Oversight Committee shall have the authority to make the final determination as to whether a presented action that is an Approval Matter (including any issuance of securities that is deemed to be an Approval Matter pursuant to Section 4.04(f)) shall be taken and, notwithstanding anything to the contrary contained herein, if the Property Oversight Committee approves any such action, each of the Fortis General Partner and the REIT General Partner shall have the authority to unilaterally take such action.

vi.Notwithstanding anything to the contrary contained herein, prior to the Refinance Date, in the event that (1) the REIT General Partner elects to cause the Partnership to refinance the Existing Loan (whether through a third-party mortgage financing transaction or through a Company-level securities issuance or financing), (2) it has been determined in good faith by action of the Board of Directors, including by a majority of its independent directors, that refinancing the Existing Loan is necessary to prevent an imminent foreclosure under the Existing Loan or foreclosure upon collateral pledged to secure the Existing Loan, and (3) the Fortis General Partner does not consent to such proposed transaction by the REIT General Partner, then the REIT General Partner shall be authorized to present such refinancing decision to the Property Oversight Committee for the final determination of whether the requested action is to be taken.

(b)In exercising their authority under this Agreement, the REIT General Partner and the Fortis General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partners) of any action taken (or not taken) by it. Except as may be provided in a written agreement between the Partnership and the Limited Partners, the REIT General Partner, the Fortis General Partner and the Partnership shall not have liability to a Limited Partner under any circumstances as a result of an income tax liability incurred by such Limited Partner as a result of an action (or inaction) by either the REIT General Partner or the Fortis General Partner pursuant to its authority under this Agreement provided, that such General Partners has acted in good faith and pursuant to its authority under this Agreement.

(c)On and after the Fortis Stepdown Date, the Fortis General Partner shall cease to be a General Partner, and all management and control power shall vest in the REIT General Partner, including over matters that are specified to be taken by the REIT General Partner, the Fortis General Partner or the General Partners under this Agreement.

(d)Notwithstanding anything else to the contrary in this Agreement, (i) the Fortis General Partner shall not be entitled to receive any allocations of profits or losses of the Partnership or items of Partnership income, gain, loss deduction or credit or any distributions from the Partnership, (ii) the Fortis General Partner shall have no economic interest in the Partnership as permitted by Section 17-401(a) of the Act and (iii) the Fortis General Partner shall not be a partner in the Partnership for federal, state or local income tax purposes.

Section 7.02. Certificate of Limited Partnership. To the extent that such action is determined by the General Partners to be reasonable and necessary or appropriate, the General Partners shall file amendments to and restatements of the Certificate and do all the things to maintain the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) under the laws of the State of Delaware and each other state, the District of Columbia or any other jurisdiction, in which the Partnership may elect to do business or own property. Except as otherwise required under the Act, the General Partners shall not be required, before or after filing, to deliver or mail a copy of the Certificate or any amendment thereto to any Limited Partner. The General Partners shall use all reasonable efforts to cause to be filed such other certificates or documents as may be reasonable and necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability to the extent provided by applicable law) in the State of Delaware and any other state, or the District of Columbia or other jurisdiction, in which the Partnership may elect to do business or own property.

Section 7.03. Restrictions on General Partners' Authority.

(a)The General Partners may not take any action in contravention of an express prohibition or limitation of this Agreement, and may not perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act.

(b)Except for, and solely to the extent of, amendments that this Agreement expressly authorizes the REIT General Partner to make, the REIT General Partner shall not be authorized to amend this Agreement (or permit the amendment, modification or termination of the organizational documents of the Property Owner or any other Subsidiary of the Partnership), without the written consent of a Majority in Interest of the Outside Limited Partners.

(c)Notwithstanding anything in Section 4.03 and Section 4.04 to the contrary, prior to the occurrence of the Refinance Date:

i.without the prior written consent of the Fortis General Partner, neither the Partnership, the Property Owner, the A-1 Series or any Subsidiary thereof nor the REIT General Partner shall take or omit to take any action that could reasonably be expected to cause any Existing Loan Guarantors to incur any actual liability in respect of the Existing Loan Guaranty.

ii.the REIT General Partner shall not be authorized to take any action without the prior consent of the Fortis General Partner if such action could be a matter listed in clauses (a) through (h) or the second paragraph of section 1.2 of the Guaranty, dated December 27, 2006 by Margaret Kestenbaum and Joel Kestenbaum (each individually, an "Existing Loan Guarantor" and, collectively, the "Existing Loan Guarantors") for the benefit of Wachovia Bank, National Association and UBS Real Estate Investments, Inc. entered into in connection with the Existing Loan (the "Existing Loan Guaranty").

(d)For so long as the OP Units issued to the Lincoln Street Holdings Limited Partner Group as of the date hereof remain outstanding and are held by Persons other than the REIT General Partner and its Affiliates, the holders of such OP Units (the "Voting Units") shall have the right to vote (as provided below) on a sale or other disposition in a transaction or series of related transactions of all or substantially all the A-1 Series' interest in the Partnership or the Partnership's interest in the Real Property (a "Significant Transaction") if the holders of the Series A-1 Common REIT Shares vote on such transaction. In the event of any such vote, the A-1 Series and/or the REIT General Partner and the Fortis General Partner shall not undertake the transaction in question unless the Company and the REIT General Partner and the Fortis General Partner shall have received (from the holders of Series A-1 Common REIT Shares and the holders of Voting Units, all of which Series A-1 Common REIT Shares and Voting Units shall be deemed for purposes of this Section 7.03(d) to be voting as one class) a number of affirmative votes that is equal to or greater than the number that is obtained by adding:

i.the minimum number of affirmative votes of the holders of the Series A-1 Common REIT Shares required under the LLC Agreement and the Bylaws or by law, plus

ii.(x) at any time during the Less Than Majority Period, the number that is equal to the Applicable Percentage of the aggregate number of votes of the holders of such then outstanding Voting Units, and (y) at any time following the Less Than Majority Period, the number that is equal to a majority of the aggregate number of votes of the holders of such then outstanding Voting Units.

For the purpose of the vote described in the preceding sentence, each such Voting Unit shall have one vote for each Series A-1 Common REIT Share deliverable by the A-1 Series in respect of such Voting Unit upon an exercise of the A-1 Series' right to acquire such Voting Units in exchange for Series A-1 Common REIT Shares pursuant to Section 8.06(b) hereof and votes shall be tallied by treating the holders of Voting Units and the holders of Series A-1 Common REIT Share as a single class.

(e)Notwithstanding Section 14.02, the REIT General Partner shall have the exclusive power, without the prior consent of the other Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes:

i.to add to the obligations of the REIT General Partner or surrender any right or power granted to the REIT General Partner or any Affiliate of the REIT General Partner for the benefit of the Limited Partners;

ii.to reflect the admission, substitution or withdrawal of Partners or the termination of the Partnership, all in accordance with this Agreement, and to amend Exhibit A in connection with such admission, substitution or withdrawal;

iii.to set forth the designations, rights, powers, duties and preferences of holders of any additional partnership units; but only to the extent issued pursuant to the terms of this Agreement;

iv.(a) to reflect such changes as are reasonably necessary for the A-1 Series to maintain or restore its qualification as a REIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a Partnership Interest among the REIT General Partner and any Qualified REIT Subsidiary;

v.to issue additional Partnership Interests in accordance with, and to the extent permitted under, Article IV;

vi.to change the name of the Partnership at any time and from time to time in accordance with, and to the extent permitted under, Section 2.02 and Section 7.01(iv);

vii.to change the address of the registered office of the Partnership in the State of Delaware and/or the registered agent for service of process on the Partnership in the State of Delaware at such registered office in accordance with, and to the extent permitted under, Section 2.03; and

viii.pursuant to Section 3.02(c).

Notwithstanding Section 14.02, the REIT General Partner and the Fortis General Partner, jointly, shall have the exclusive power, without the prior consent of the other Partners, to amend this Agreement as may be required (A) to satisfy any requirements, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; and (B) to reflect a change that is of an inconsequential nature or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement.

The REIT General Partner will provide notice to the other Partners whenever any action under this Section 7.03(e) is taken.

(f)Notwithstanding Sections 7.03(b) and 7.03(e) hereof, this Agreement shall not be amended, and no action may be taken by the REIT General Partner or the Fortis General Partner, without the consent of each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner Interest in the Partnership into a General Partner Interest (except as a result of the REIT General Partner acquiring such Partnership Interest), or (ii) modify the limited liability of a Limited Partner, or (iii) amend this Section 7.03(f).

(g)Notwithstanding Sections 7.03(b) and 7.03(e) hereof, except as provided in Section 3.02(c), this Agreement shall not be amended, and no action may be taken by the REIT General Partner or the Fortis General Partner, without the written consent of a Majority in Interest of the Outside Limited Partners, if such amendment or action would (i) alter or modify the Redemption rights or Series A-1 Common REIT Shares Amount as set forth in Section 8.06 hereof, or amend or modify any related definitions or (ii) amend this Section 7.03(g).

(h)Except to the extent required to reflect the distribution rights or priorities of Additional Limited Partners receiving additional Partnership Interests in the manner permitted under this Agreement (and the designation of any distribution preferences or priorities with respect to any such Additional Limited Partners and/or Partnership Interests and/or the Partnership Interests held by existing Partners) or except as provided in Section 3.02(c), without the written consent of a Majority in Interest of the Outside Limited Partners, the REIT General Partner and the Fortis General Partner shall not have the right (i) to amend this Agreement in order to alter (A) the manner in which Net Income and Net Loss are allocated, or (B) the manner in which "excess nonrecourse liabilities" of the Partnership are allocated, in each case, if any such amendment or modification could reasonably be deemed to have a non-de minimis adverse effect on the Lincoln Street Holdings Limited Partner Group, or (ii) to amend this Section 7.03(h).

Section 7.04. Reimbursement of the General Partners and the Company

(a)Except as provided in this Section 7.04 and elsewhere in this Agreement (including the provisions of Articles V and VI regarding distributions, payments and allocations to which it may be entitled), neither the REIT General Partner nor the Fortis General Partner shall be compensated for its services as general partner of the Partnership.

(b)The Partnership shall be responsible for and shall pay all expenses relating to the Partnership's and the A-1 Series' ownership of their assets and their operations to the extent such expenses are not otherwise the responsibility of ETRE Asset Management, LLC pursuant to the Administrative Services Agreement. The General Partners and/or the A-1 Series are hereby authorized to pay compensation for budgeted accounting, administrative, legal, technical, management and other services rendered to the Partnership. Except to the extent provided in this Agreement, the General Partners and the A-1 Series shall be reimbursed on a monthly basis, or such other basis as the General Partners may determine in their sole and absolute discretion, for all budgeted third-party expenses that the General Partners and the A-1 Series incur relating to its ownership and/or operation of, or for the benefit of, the Partnership (including, without limitation, administrative expenses). Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.07 hereof. The Partners acknowledge that all such budgeted reimbursable expenses of the General Partners and the A-1 Series are deemed to be for the benefit of the Partnership and will be allocated to the Partnership and other entities in such a manner as the General Partners in their sole and absolute discretion deem fair and reasonable. All payments and reimbursements hereunder shall be characterized for federal income tax purposes as expenses of the Partnership incurred on its behalf, and not as expenses of a General Partner and/or the A-1 Series.

(c)From and after the Redemption Right Date, if the Company, on behalf of or in relation to, the A-1 Series shall elect to purchase from its members or interestholders Series A-1 Common REIT Shares for the purpose of delivering such Series A-1 Common REIT Shares to satisfy an obligation under any distribution reinvestment program adopted by the Company, any employee share purchase plan adopted by the Company and/or the A-1 Series or any similar obligation or arrangement undertaken by the Company and/or the A-1 Series in the future or for the purpose of retiring such Series A-1 Common REIT Shares, the purchase price paid by the Company or the A-1 Series for such Series A-1 Common REIT Shares and any other expenses incurred by the Company or the A-1 Series in connection with such purchase shall be considered expenses of the Partnership and shall be advanced to the A-1 Series or reimbursed to the A-1 Series, subject to the condition that: (A) if such Series A-1 Common REIT Shares subsequently are sold by the Company or the A-1 Series, the A-1 Series, shall pay or cause to be paid to the Partnership any proceeds received by the Company or the A-1 Series for such Series A-1 Common REIT Shares (which sales proceeds shall include the amount of distributions reinvested under any distribution reinvestment or similar program; provided, that a transfer of Series A-1 Common REIT Shares for Partnership Units pursuant to Section 8.06 would not be considered a sale for such purposes); and (B) if such Series A-1 Common REIT Shares are not retransferred by the Company or the A-1 Series within thirty (30) days after the purchase thereof, or the A-1 Series otherwise determines not to retransfer such Series A-1 Common REIT Shares, the A-1 Series shall cause the Partnership to redeem a number of Partnership Units held by the A-1 Series equal to the number of such Series A-1 Common REIT Shares, as adjusted for share distributions, share splits and subdivisions, reverse share splits and combinations, distributions of rights, warrants or options, and distributions of evidences of indebtedness or assets relating to assets not received by the REIT General Partner pursuant to a pro rata distribution by the Partnership (in which case such advancement or reimbursement of expenses shall be treated as having been made as a distribution in redemption of such number of Partnership Units held by the REIT General Partner).

(d)As set forth in Section 4.04, the REIT General Partner shall be treated as having made a Capital Contribution in the amount of all expenses that the Company, the A-1 Series and the REIT General Partner incur relating to the Company's offering of Series A-1 Common REIT Shares, Preferred Shares, Junior Shares or New Securities.

(e)If and to the extent any reimbursements to the REIT General Partner pursuant to this Section 7.04 constitute gross income of the REIT General Partner (as opposed to the repayment of advances made by the REIT General Partner on behalf of the Partnership), such amounts shall constitute guaranteed payments with respect to capital within the meaning of Code Section 707(c), shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accounts.

Section 7.05. Outside Activities of Certain Affiliates of the General Partners. Without limiting the other powers granted to the General Partners under this Agreement, but subject to any other agreements entered into by an "Identified Person" or its Affiliates, the officers, directors, employees, agents, managers, Affiliates and members of each General Partner (each, an "Identified Person" and, collectively, the "Identified Persons") shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership or that provide services or assistance to Persons that are in direct or indirect competition with the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of the REIT General Partner's Identified Persons or the Fortis General Partner's Identified Persons. None of the Identified Persons shall, to the fullest extent permitted by law, have any duty to refrain from directly or indirectly (a) engaging in the same or similar business activities or lines of business in which the Partnership or any of its Affiliates now engages or proposes to engage or (b) otherwise competing with the Partnership or any of its Affiliates, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Partnership or its Partners or to any Affiliate of the Partnership for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Partnership hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity (which, for purposes of this Section 7.05, includes any investment or business opportunity or potential transaction or matter, including without limitation those that might be the same as or similar to the Partnership's or its Affiliates' business or activities) which may be a corporate opportunity for the Partnership or any of its Affiliates. In the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for the Partnership or any of its Affiliates, such Identified Person shall, to the fullest extent permitted by law, have no duty to communicate or offer such transaction or other business opportunity to the Partnership or any of its Affiliates and, to the fullest extent permitted by law, shall not be liable to the Partnership or its Partners or interestholders or to any Affiliate of the Partnership for breach of any fiduciary duty as a equityholder, general partner or officer of the Partnership solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another Person. For the avoidance of doubt, the REIT General Partner is not an "Identified Person" and the REIT General Partner shall therefore not be afforded the protections of this Section 7.05.

Section 7.06. Contracts with Affiliates.

(a)Subject to the provisions of Section 7.01(a)(iv), the Partnership may lend or contribute funds or other assets to its Subsidiaries or other Persons in which it has an equity investment, and such Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partners. The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.

(b)Subject to the provisions of Section 7.01(a)(iv), the Partnership may transfer assets to joint ventures, limited liability companies, partnerships, corporations, business trusts or other business entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partners, in their sole and absolute discretion, believe to be advisable.

Section 7.07. Indemnification.

(a)To the fullest extent permitted by applicable law, the Partnership shall indemnify each Indemnitee from and against any and all losses, claims, damages, liabilities (whether joint or several), expenses (including, without limitation, attorney's fees and other legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Partnership ("Actions") as set forth in this Agreement in which such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise; provided, however, that the Partnership shall not indemnify an Indemnitee (i) for fraud, gross negligence, intentional misconduct, a knowing violation of the law, or a violation of the terms of this Agreement, (ii) for any transaction for which such Indemnitee received an improper personal benefit in violation or breach of any provision of this Agreement, or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnitee, pursuant to a loan guaranty or otherwise, for any indebtedness of the Partnership or any Subsidiary of the Partnership (including, without limitation, any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken subject to), and the General Partners are hereby authorized and empowered, on behalf of the Partnership, to enter into one or more indemnity agreements consistent with the provisions of this Section 7.07 in favor of any Indemnitee having or potentially having liability for any such indebtedness. The termination of any proceeding by judgment, order or settlement does not create a presumption that the Indemnitee did not meet the requisite standard of conduct set forth in this Section 7.07(a). The termination of any proceeding by conviction of an Indemnitee or upon a plea of nolo contendere or its equivalent by an Indemnitee, or an entry of an order of probation against an Indemnitee prior to judgment, does not create a presumption that such Indemnitee acted in a manner contrary to that specified in this Section 7.07(a) with respect to the subject matter of such proceeding. Any indemnification pursuant to this Section 7.07 shall be made only out of the assets of the Partnership and any insurance proceeds from the liability policy covering the General Partners and any Indemnitees, and none of the REIT General Partner, the Fortis General Partner, or any Limited Partner shall have any obligation to contribute to the capital of the Partnership or otherwise provide funds to enable the Partnership to fund its obligations under this Section 7.07.

(b)To the fullest extent permitted by law, expenses incurred by an Indemnitee who is a party to a proceeding or otherwise subject to or the focus of or is involved in any Action shall be paid or reimbursed by the Partnership as incurred by the Indemnitee in advance of the final disposition of the Action upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee's good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in this Section 7.07(b) has been met and (ii) a written undertaking by or on behalf of the Indemnitee (provided that if the Indemnitee is not reasonably determined to be a creditworthy person, then such undertaking shall be secured by an undertaking of a creditworthy Affiliate of such Indemnitee) to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.

(c)The indemnification provided by this Section 7.07 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee unless otherwise provided in a written agreement with such Indemnitee or in the writing pursuant to which such Indemnitee is indemnified.

(d)The Partnership shall purchase and maintain insurance, on behalf of any of the Indemnitees and such other Persons as the General Partners shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership's activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(e)Any liabilities which an Indemnitee incurs as a result of acting on behalf of the Partnership, the REIT General Partner, the A-1 Series or the Company (whether as a fiduciary or otherwise) in connection with the operation, administration or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such liabilities are in the form of excise taxes assessed by the IRS, penalties assessed by the Department of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other funding mechanism, or otherwise) shall be treated as liabilities or judgments or fines under this Section 7.07, unless such liabilities arise as a result of (i) such Indemnitee's intentional misconduct or knowing violation of the law, (ii) any transaction in which such Indemnitee received a personal benefit in violation or breach of any provision of this Agreement or applicable law, or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful.

(f)In no event may an Indemnitee subject any of the Partners to personal liability by reason of the indemnification provisions set forth in this Agreement.

(g)An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.07 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(h)The provisions of this Section 7.07 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 7.07 or any provision hereof shall be prospective only and shall not in any way affect the obligations of the Partnership or the limitations on the Partnership's liability to any Indemnitee under this Section 7.07 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(i)If and to the extent any payments to the REIT General Partner pursuant to this Section 7.07 constitute gross income to the REIT General Partner (as opposed to the repayment of advances made on behalf of the Partnership) such amounts shall be treated as "guaranteed payments" for the use of capital within the meaning of Code Section 707(c), shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners' Capital Accounts.

Section 7.08. Liability of the General Partners.

(a)Notwithstanding anything to the contrary set forth in this Agreement, none of the General Partners or their members, managers or officers or the Company, the A-1 Series or the Managing Member, or any of their respective directors, officers or managers shall be liable or accountable in damages or otherwise to the Partnership, any Partners or any Assignees for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or of any act or omission if the General Partners, Company, A-1 Series, Managing Member or member, manager, director or officer acted in good faith; provided that the foregoing shall not include acts that constitute fraud, gross negligence, intentional misconduct, a knowing violation of the law or a violation of the terms of this Agreement.

(b)In general, each of the REIT General Partner and the Fortis General Partner shall consider the interests of the other Partners in deciding whether to cause the Partnership to take (or decline to take) any actions. Notwithstanding the foregoing, the Limited Partners expressly acknowledge that the REIT General Partner is acting for the benefit of the Partnership, the Limited Partners and the Company's members associated with the A-1 Series collectively and that the REIT General Partner is under no obligation to give parity or priority to the separate interests of the Limited Partners over the interests of the REIT General Partner and its Subsidiaries or the Company's members associated with the A-1 Series (including, without limitation, the tax consequences to Limited Partners, Assignees or the Company's members associated with the A-1 Series) in deciding whether to cause the Partnership to take (or decline to take) any actions. Furthermore, the Limited Partners expressly acknowledge that, (i) if there is a conflict or inconsistency between the interests of the members of the Company associated with the A-1 Series on one hand and the Limited Partners on the other, the REIT General Partner will be free to act solely in the best interests of the members of the Company associated with the A-1 Series, and (ii) if there is a conflict or inconsistency between the interests of the Lincoln Street Holdings Limited Partner Group on one hand and the other Partners on the other, the Fortis General Partner will be free to act solely in the best interests of the members of the Lincoln Street Holdings Limited Partner Group. The REIT General Partner and the Fortis General Partner shall not be liable under this Agreement to the Partnership or to any Partner for monetary or other damages for losses sustained, liabilities incurred, or benefits not derived by Limited Partners in connection with such decisions; provided, that the REIT General Partner or the Fortis General Partner, as applicable, has acted in good faith in determining a conflict or inconsistency of the type described above exists; provided that the foregoing shall not include acts that constitute fraud, gross negligence, willful misconduct, a knowing violation of the law, or a violation of the terms of this Agreement. In any case where a General Partner is authorized or required to take or omit an action, make any decision, determination or valuation or grant or withhold any approval, consent or waiver: (i) it may do so (or not do so) in its sole and absolute discretion or judgment; (ii) it shall be entitled to (but not required to) take into account any considerations, interests or factors it deems appropriate or desirable, including its own interests and interests of its Affiliates; and (iii) when doing so, it shall not be subject to any duties or standards (including fiduciary or similar duties or standards) existing under the Act (or in equity).

(c)Subject to its obligations and duties as a General Partner set forth in Section 7.01(a) hereof, a General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its employees or agents (subject to the supervision and control of the General Partner). A General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by it in good faith.

(d)To the extent that, at law or in equity, a General Partner has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or the Limited Partners, the General Partner shall not be liable to the Partnership or to any other Partner for its good faith reliance on the provisions of this Agreement.

(e)Notwithstanding anything herein to the contrary, except for fraud, willful misconduct or gross negligence, or pursuant to any express indemnities given to the Partnership by any Partner pursuant to any other written instrument, no Partner shall have any personal liability whatsoever, to the Partnership or to the other Partner(s), for the debts or liabilities of the Partnership or the Partnership's obligations hereunder, and the full recourse of the other Partner(s) shall be limited to the interest of that Partner in the Partnership. To the fullest extent permitted by law, no officer, manager or member of the a General Partner shall be liable to the Partnership for money damages except for (i) active and deliberate dishonesty established by a nonappealable final judgment or (ii) actual receipt of an improper benefit or profit in money, property or services. Without limitation of the foregoing, and except for fraud, willful misconduct, or gross negligence, knowing violation of law or a violation of this Agreement, or pursuant to any such express indemnity, no property or assets of a General Partner, other than its interest in the Partnership, shall be subject to levy, execution or other enforcement procedures for the satisfaction of any judgment (or other judicial process) in favor of any other Partner(s) and arising out of, or in connection with, this Agreement. To the fullest extent permitted by law, no officer, manager or member of any Limited Partner shall be liable to the Partnership for money damages. Without limitation of the foregoing, no property or assets of any Limited Partner, other than its interest in the Partnership, shall be subject to levy, execution or other enforcement procedures for the satisfaction of any judgment (or other judicial process) in favor of any other Partner(s) and arising out of, or in connection with, this Agreement. This Agreement is executed by a representative of each General Partner solely as a representative of the same and not in its own individual capacities.

(f)Any amendment, modification or repeal of this Section 7.08 or any provision hereof shall be prospective only and shall not in any way affect the limitations on a General Partner's, and its officers' and members', liability to the Partnership and the Limited Partners under this Section 7.08 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Section 7.09. Other Matters Concerning the General Partners, the A-1 Series and the Company.

(a)The REIT General Partner, the Fortis General Partner and the Company may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.

(b)Each of the REIT General Partner and the Fortis General Partner and the Company may consult with legal counsel, accountants, appraisers, management consultants, investment bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters that such General Partner and the Company reasonably believe to be within such Person's professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

(c)Each of the REIT General Partner and the Fortis General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and a duly appointed attorney or attorneys-in-fact. Each such attorney shall, to the extent provided by the REIT General Partner or the Fortis General Partner in the power of attorney, have full power and authority to do and perform all and every act and duty that is permitted or required to be done by such General Partner hereunder.

(d)Notwithstanding any other provision of this Agreement or the Act, any action of the REIT General Partner and the Fortis General Partner on behalf of the Partnership or any decision of the REIT General Partner and the Fortis General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order to prevent the Partnership or the Company from being subject to regulation under the Investment Company Act is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners.

Section 7.10. Title to Partnership Assets. Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively with other Partners or Persons, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets shall be held in the name of the Partnership. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which legal title to such Partnership assets is held.

Section 7.11. Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the REIT General Partner and the Fortis General Partner have full power and authority, without the consent or approval of any other Partner or Person, to encumber, sell or otherwise use in any manner any and all assets of the Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partners as if they were the Partnership's sole parties in interest, both legally and beneficially. Each Limited Partner hereby waives any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the General Partners in connection with any such dealing. In no event shall any Person dealing with the General Partners or their representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expediency of any act or action of the General Partners or their representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership the General Partners or their representatives shall be conclusive evidence in favor of any and every Person relying in good faith thereon or claiming thereunder that (1) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (2) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership, and (3) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership; provided that the foregoing shall not serve as an expansion or modification to the authority and limitations on authority of a General Partner under the terms of this Agreement.

Section 7.12. Certain Covenants.

(a)Existing Loan. The Partnership shall use commercially reasonable efforts to cause the Property Owner to refinance the Existing Loan prior to January 11, 2017. Such refinancing (x) may include reserves for the expiration of the Existing Lease and (y) may consist of senior Debt, mezzanine Debt, preferred equity, common equity, or any combination of the foregoing, in any case, issued by any of the Company or its Subsidiaries. In connection with such refinancing:

i.The Partnership shall use commercially reasonable efforts to cause the Existing Loan Guaranty to be released in connection with any such refinancing; provided that the Partnership shall have no obligation to cause any other obligations, guaranties, indemnification agreements, letters of credit posted as security or other similar obligations to be released;

ii.Concurrently with the execution of this Agreement, the Partnership shall enter into an indemnification agreement, in substantially the form attached hereto as Exhibit C, with respect to any obligation of Joel Kestenbaum and Margaret Kestenbaum under any recourse obligations, guarantees, indemnification agreements, letters of credit posted as security or other similar obligations provided in the connection with the Existing Loan (the "Existing Loan Indemnity"); and

iii.Neither the Lincoln Street Holdings Limited Partner (nor any of its Affiliates) shall be required to serve as a guarantor (or in any other similar capacity) of any Debt resulting from such refinancing without such Person's prior written consent.

(b)Asset Management Agreement. Upon the closing of the IPO, the REIT General Partner shall cause the Partnership to enter into the Asset Management Agreement. So long as either (i) the Refinance Date has not occurred, or (ii) the Lincoln Street Holdings Limited Partner Group owns, in the aggregate, seven point five percent (7.5%) or more of the combined issued and outstanding OP Units and Series A-1 Common REIT Shares, the REIT General Partner shall cause the Partnership to keep the Asset Management Agreement in place; provided that the Asset Management Agreement may have certain "cause" based termination provisions in accordance with its terms (all to the extent set forth therein), and the foregoing shall not restrict the REIT General Partner's authority to unilaterally take actions approved and authorized by the Property Oversight Committee.

ARTICLE VIII

RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

Section 8.01. Limitation of Liability. The Limited Partners shall have no liability under this Agreement (other than for breach thereof) except as expressly provided in Section 10.04, 13.02(d) or under the Act.

Section 8.02. Management of Business. No Limited Partner or Assignee (other than a General Partner, any of its Affiliates or any officer, member, employee, partner, agent or director of a General Partner, the Partnership or any of their Affiliates, in their capacity as such) shall take part in the operations, management or control (within the meaning of the Act) of the Partnership's business, transact any business in the Partnership's name or have the power to sign documents for or otherwise bind the Partnership. The transaction of any such business by a General Partner, any of its Affiliates or any officer, director, member, manager, employee, partner, agent, representative, shareholder or trustee of a General Partner, the Partnership or any of their Affiliates, in their capacity as such, shall not affect, impair or eliminate the limitations on the liability of the Limited Partners or Assignees under this Agreement.

Section 8.03. Outside Activities of Limited Partners. Subject to any agreements entered into by a Limited Partner or its Affiliates with a General Partner, the Partnership, the A-1 Series or any Affiliate thereof (including, without limitation, any employment agreement), any Limited Partner and any Assignee, officer, director, manager, employee, agent, trustee, Affiliate, member, or shareholder of any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities that are in direct or indirect competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partner shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to the agreements, referenced in the first sentence of this Section 8.03, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person, and such Person shall have no obligation pursuant to this Agreement, subject to Section 7.06(d) hereof and any other agreements entered into by a Limited Partner or its Affiliates with the REIT General Partner and the Fortis General Partner, the Partnership, the A-1 Series or any Affiliate thereof, to offer any interest in any such business ventures to the Partnership, any Limited Partner, the A-1 Series or any such other Person, even if such opportunity is of a character that, if presented to the Partnership, any Limited Partner, the A-1 Series or such other Person, could be taken by such Person. To the fullest extent permitted by law, the Partnership hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity (which, for purposes of this Section 8.03, includes any investment or business opportunity or potential transaction or matter, including without limitation those that might be the same as or similar to the Partnership's or its Affiliates' business or activities) which may be a corporate opportunity for the Partnership or any of its Affiliates. In the event that any Limited Partner or Affiliate acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for the Partnership or any of its Affiliates, such Person shall, to the fullest extent permitted by law, have no duty to communicate or offer such transaction or other business opportunity to the Partnership or any of its Affiliates and, to the fullest extent permitted by law, shall not be liable to the Partnership or its Partners or interestholders or to any Affiliate of the Partnership for breach of any fiduciary duty as a equityholder, limited partner or officer of the Partnership solely by reason of the fact that such Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another Person.

Section 8.04. Return of Capital. Except pursuant to the Right of Redemption set forth in Section 8.06 hereof no Limited Partner shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent of distributions made pursuant to this Agreement, upon termination of the Partnership as provided herein or upon a merger of the Company or a sale by the A-1 Series of all or substantially all of its assets pursuant to Section 7.01(a)(iii) hereof. Except to the extent provided in Article VI hereof or otherwise expressly provided in this Agreement, no Limited Partner or Assignee shall have priority over any other Limited Partner or Assignee either as to the return of Capital Contributions or as to profits, losses or distributions.

Section 8.05. Adjustment Factor. The Partnership shall notify any Limited Partner, (i) on request, of the then current Adjustment Factor, and (ii) promptly upon any change made to the Adjustment Factor.

Section 8.06. Redemption Rights.

(a)Subject to the provisions of any agreement to which OP Units are issued, each Limited Partner shall have the right (subject to the terms and conditions set forth herein and in any other such agreement, as applicable) to require the Partnership to redeem all or a portion of the OP Units held by such Limited Partner (such OP Units being hereafter referred to as "Tendered Units") in exchange for the Cash Amount (a "Redemption") unless the terms of such OP Units or a separate agreement entered into between the Partnership and the holder of such OP Units provided that such OP Units are not entitled to a right of Redemption, provided that (i) such OP Units shall have been outstanding for at least one year (or such lesser time as determined by the REIT General Partner in its sole and absolute discretion) or (ii) in the case of any OP Units issued to the Lincoln Street Holdings Limited Partner Group as of the date hereof, such OP Units have been outstanding for at least six months and the Redemption Right Date shall have occurred (but otherwise without the one year limitation set forth in clause (i) above). The Tendering Partner shall have no right, with respect to any OP Units so redeemed, to receive any distributions paid on or after the Specified Redemption Date. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the REIT General Partner by the Limited Partner who is exercising the right (the "Tendering Partner"). The Cash Amount shall be payable to the Tendering Partner on the Specified Redemption Date.

(b)Notwithstanding Section 8.06(a) above, if a Limited Partner has delivered to the REIT General Partner a Notice of Redemption then the A-1 Series may, in its sole and absolute discretion, (subject to the limitations on ownership and transfer of Series A-1 Common REIT Shares set forth in the LLC Agreement) elect to assume and satisfy the Partnership's Redemption obligation and acquire some or all of the Tendered Units from the Tendering Partner in exchange for the Series A-1 Common REIT Shares Amount (as of the Specified Redemption Date) and, if the A-1 Series so elects, the Tendering Partner shall sell the Tendered Units to the A-1 Series in exchange for the Series A-1 Common REIT Shares Amount. In such event, the Tendering Partner shall have no right to cause the Partnership to redeem such Tendered Units. The A-1 Series shall give such Tendering Partner written notice of its election on or before the close of business on the fifth Business Day after the its receipt of the Notice of Redemption. For the avoidance of doubt, all Series A-1 Common REIT Shares to be provided to a Limited Partner in accordance with this Section 8.06 shall be eligible for the rights under that certain Registration Rights Agreement, dated as of [], 2015, by and among the Company, the A-1 Series and Lincoln Street Holdings.

(c)The Series A-1 Common REIT Shares Amount, if applicable, shall be delivered by the Company to the A-1 Series and by the A-1 Series to the Tendering Partner as duly authorized, validly issued, fully paid and nonassessable Series A-1 Common REIT Shares and, if applicable, free of any pledge, lien, encumbrance or restriction, other than those provided in the LLC Agreement or the Bylaws of the Company, the Securities Act, relevant state securities or blue sky laws and any applicable registration rights agreement with respect to such Series A-1 Common REIT Shares entered into by the Tendering Partner. Notwithstanding any delay in such delivery (but subject to Section 8.06(e)), the Tendering Partner shall be deemed the owner of such Series A-1 Common REIT Shares for all purposes, including without limitation, rights to vote or consent, and receive dividends, as of the Specified Redemption Date. In addition, the Series A-1 Common REIT Shares for which the Partnership Units might be exchanged shall also bear such restrictive legends that the REIT General Partner determines are appropriate to mark transfer, ownership or other restrictions and limitations applicable to the Series A-1 Common REIT Shares.

(d)Each Limited Partner covenants and agrees with the REIT General Partner that all Tendered Units shall be delivered to the REIT General Partner or the A-1 Series free and clear of all liens, claims and encumbrances whatsoever and should any such liens, claims and/or encumbrances exist or arise with respect to such Tendered Units, the REIT General Partner and the A-1 Series shall be under no obligation to acquire the same. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Tendered Units to the REIT General Partner or the A-1 Series (or their respective designees), such Limited Partner shall assume and pay such transfer tax.

(e)Notwithstanding the provisions of Section 8.06(a), 8.06(b), 8.06(c) or any other provision of this Agreement, a Limited Partner (i) shall not be entitled to effect a Redemption for cash or an exchange for Series A-1 Common REIT Shares to the extent (a) the ownership or right to acquire Series A-1 Common REIT Shares pursuant to such exchange by such Partner on the Specified Redemption Date could cause such Partner or any other Person to violate the restrictions on ownership and transfer of Series A-1 Common REIT Shares set forth in Article XIII of the LLC Agreement of the Company or (b) in the reasonable judgment of the REIT General Partner, the Redemption or exchange would cause a default under the Existing Loan, and (ii) shall have no rights under this Agreement to acquire Series A-1 Common REIT Shares which would otherwise be prohibited under Article XIII of the LLC Agreement or under the Existing Loan. To the extent any attempted Redemption or exchange for Series A-1 Common REIT Shares would be in violation of this Section 8.06(e), it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such Redemption or the Series A-1 Common REIT Shares otherwise issuable upon such exchange.

(f)Notwithstanding anything herein to the contrary (but subject to Section 8.06(e)), with respect to any Redemption or exchange for Series A-1 Common REIT Shares pursuant to this Section 8.06: (i) any OP Units acquired by the REIT General Partner pursuant thereto shall automatically, and without further action required, be converted into and deemed to be REIT General Partner Interests; (ii) without the consent of the REIT General Partner, each Limited Partner may effect a Redemption only one time in each fiscal quarter; (iii) without the consent of the REIT General Partner, each Limited Partner may not effect a Redemption for less than one thousand (1,000) OP Units or, if the Limited Partner holds less than one thousand (1,000) OP Units, all of the OP Units held by such Limited Partner; (iv) without the consent of the REIT General Partner, each Limited Partner may not effect a Redemption during the period after the Partnership Record Date with respect to a distribution and before the record date established by the Company for a distribution to its members associated with the A-1 Series of some or all of the A-1 Series' and REIT General Partner's portion of such distribution (provided that such period shall not be longer than three (3) days); (v) the consummation of any Redemption or exchange for Series A-1 Common REIT Shares shall be subject to the expiration or termination of the applicable waiting period, if any, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; and (vi) each Tendering Partner shall continue to own all OP Units subject to any Redemption or exchange for Series A-1 Common REIT Shares, and be treated as a Limited Partner with respect to such OP Units for all purposes of this Agreement, until such OP Units are transferred to the REIT General Partner or the A-1 Series and paid for or exchanged on the Specified Redemption Date. Until a Specified Redemption Date, the Tendering Partner shall have no rights as a member of the Company associated with the A-1 Series with respect to such Tendering Partner's OP Units.

(g)In the event that the Partnership issues additional Partnership Interests to any Additional Limited Partner pursuant to Section 4.04, the REIT General Partner shall make such revisions to this Section 8.06 as it determines are necessary to reflect the issuance of such additional Partnership Interests; provided that such revisions shall not adversely affect any rights of any existing Limited Partner under this Section 8.06 without the express written consent of such Limited Partner.

ARTICLE IX

BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 9.01. Records and Accounting.

(a)Except as set forth in Section 9.01(c), the Fortis General Partner shall keep or cause to be kept at the principal office of the Partnership those records and documents required to be maintained by the Act and other books and records deemed by the General Partners to be appropriate with respect to the Partnership's business, including, without limitation, all books and records necessary to provide to the Limited Partners any information, lists and copies of documents required to be provided pursuant to Section 8.05 or 9.03 hereof. Any records maintained by or on behalf of the Partnership in the regular course of its business may be kept on, or be in the form for, magnetic tape, photographs, micrographics or any other information storage device, provided, that the records so maintained are convertible into clearly legible written form within a reasonable period of time.

(b)The books of the Partnership shall be maintained, for financial reporting purposes, on an accrual basis in accordance with generally accepted accounting principles, or on such other basis as the REIT General Partner and the Fortis General Partner determine to be necessary or appropriate. To the extent permitted by sound accounting practices and principles, the Partnership and the REIT General Partner and the Fortis General Partner may operate with integrated or consolidated accounting records, operations and principles. The Partnership also shall maintain its tax books on the accrual basis.

(c)The REIT General Partner shall, keep the Partnership's listing of partners and the Partnership's interest register.

Section 9.02. Partnership Year. The Partnership Year of the Partnership shall be the calendar year.

Section 9.03. Reports.

(a)As soon as practicable, but in no event later than the date on which the Company mails its annual report to its members associated with the A-1 Series, the Fortis General Partner shall cause to be mailed to each Limited Partner an annual report, as of the close of the most recently ended Partnership Year, containing financial statements of the Partnership for such Partnership Year, presented in accordance with generally accepted accounting principles, such statements to be audited by a nationally recognized firm of independent public accountants selected by the Company.

(b)If and to the extent that the Company mails quarterly reports to its members associated with the A-1 Series, as soon as practicable, but in no event later than the date on such reports are mailed, the Fortis General Partner shall cause to be mailed to each Limited Partner a report containing unaudited financial statements, as of the last day of such fiscal quarter, of the Partnership, and such other information as may be required by applicable law or regulations, or as the Company determines to be appropriate.

(c)At the request of any Limited Partner, the Fortis General Partner shall provide access to the books, records and work paper upon which the reports required by this Section 9.03 are based, to the extent required by the Act.

ARTICLE X

TAX MATTERS

Section 10.01. Preparation of Tax Returns. The Fortis General Partner shall arrange for the preparation and timely filing of all returns with respect to Partnership income, gains, deductions, losses and other items required of the Partnership for federal and state income tax purposes and shall use all reasonable effort to furnish, within ninety (90) days of the close of each taxable year, the tax information reasonably required by Limited Partners for federal and state income tax reporting purposes; provided that the Fortis General Partner shall consult with the REIT General Partner and shall consider in good faith all comments from the REIT General Partner. The Limited Partners shall promptly provide the Fortis General Partner with such information relating to the Contributed Properties, including tax basis and other relevant information, as may be reasonably requested by the Fortis General Partner from time to time.

Section 10.02. Tax Elections. Except as otherwise provided herein, the REIT General Partner and the Fortis General Partner shall, in their sole and absolute discretion, jointly determine whether to make any available election pursuant to the Code, including, but not limited to, the election under Code Section 754 and the election to use the "recurring item" method of accounting provided under Code Section 461(h) with respect to property taxes imposed on the Partnership's Properties. The REIT General Partner and the Fortis General Partner shall have the right to seek to revoke any such election (including, without limitation, any election under Code Sections 461(h) and 754) upon the REIT General Partner's and the Fortis General Partner's determination in their sole and absolute discretion that such revocation is in the best interests of the Partners. Notwithstanding the general provisions of this Section 10.02 (except as otherwise expressly agreed), any tax elections or determinations to not make a tax election that could have in the reasonable judgment of the REIT General Partner and the Fortis General Partner a disproportionately adverse effect on the Lincoln Street Holdings Limited Partner Group shall require the prior written consent of the Majority in Interest of the Outside Limited Partners.

Section 10.03. Tax Matters Partner.

(a)The Fortis General Partner shall be the "tax matters partner" of the Partnership for federal income tax purposes; provided that the tax matters partner shall consult with the REIT General Partner and shall consider in good faith all comments from the REIT General Partner. The tax matters partner shall receive no compensation for its services. All third-party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership in addition to any reimbursement pursuant to Section 7.04 hereof. Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

(b)The tax matters partner is authorized, but not required:

i.to enter into any settlement with the IRS with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner for income tax purposes (such administrative proceedings being referred to as a "tax audit" and such judicial proceedings being referred to as "judicial review");

ii.in the event that a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner for tax purposes (a "final adjustment") is mailed to the tax matters partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the United States Tax Court or the United States Claims Court, or the filing of a complaint for refund with the District Court of the United States for the district in which the Partnership's principal place of business is located;

iii.to intervene in any action brought by any other Partner for judicial review of a final adjustment;

iv.to file a request for an administrative adjustment with the IRS at any time and, if any part of such request is not allowed by the IRS, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request;

v.to enter into an agreement with the IRS to extend the period for assessing any tax that is attributable to any item required to be taken into account by a Partner for tax purposes, or an item affected by such item; and

vi.to take any other action on behalf of the Partners in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations.

The provisions relating to indemnification of the General Partners set forth in Section 7.07 hereof shall be fully applicable to the tax matters partner in its capacity as such.

Section 10.04. Withholding. Each Limited Partner hereby authorizes the Partnership to withhold from or pay on behalf of or with respect to such Limited Partner any amount of federal, state, local or foreign taxes that the REIT General Partner and the Fortis General Partner determine that the Partnership is required to withhold or pay with respect to any amount distributable or allocable to such Limited Partner pursuant to this Agreement, including, without limitation, any taxes required to be withheld or paid by the Partnership pursuant to Code Sections 1441, 1442, 1445 or 1446 and Treasury Regulations thereunder. Any amount paid on behalf of or with respect to a Limited Partner, in excess of any withheld amounts shall constitute a loan by the Partnership to such Limited Partner, which loan shall be repaid by such Limited Partner within fifteen (15) days after notice from the REIT General Partner and the Fortis General Partner that such payment must be made unless (i) the Partnership withholds such payment from a distribution that would otherwise be made to the Limited Partner or (ii) the REIT General Partner and the Fortis General Partner determine, in their sole and absolute discretion, that such payment may be satisfied out of the Available Cash of the Partnership that would, but for such payment, be distributed to the Limited Partner. Each Limited Partner hereby unconditionally and irrevocably grants to the Partnership a security interest in such Limited Partner's Partnership Interest to secure such Limited Partner's obligation to pay to the Partnership any amounts required to be paid pursuant to this Section 10.04. In the event that a Limited Partner fails to pay any amounts owed to the Partnership pursuant to this Section 10.04 when due, the REIT General Partner and the Fortis General Partner may, in their sole and absolute discretion, elect to make the payment to the Partnership on behalf of such defaulting Limited Partner, and in such event shall be deemed to have loaned such amount to such defaulting Limited Partner and shall succeed to all rights and remedies of the Partnership as against such defaulting Limited Partner (including, without limitation, the right to receive distributions). Any amounts payable by a Limited Partner hereunder shall bear interest at the base rate on corporate loans at large United States money center commercial banks, as published from time to time in The Wall Street Journal, plus four percentage points (but not higher than the maximum lawful rate) from the date such amount is due (i.e., 15 days after demand) until such amount is paid in full. Each Limited Partner shall take such actions as the Partnership or the REIT General Partner and the Fortis General Partner shall request in order to perfect or enforce the security interest created hereunder.

Section 10.05. Organizational Expenses. The Partnership shall elect to amortize expenses, if any, incurred by it in organizing the Partnership ratably over a one hundred eighty (180) month period as provided in Code Section 709.

ARTICLE XI

TRANSFERS AND WITHDRAWALS

Section 11.01. Transfer.

(a)No part of the interest of a Partner shall be subject to the claims of any creditor, to any spouse for alimony or support, or to legal process, and may not be voluntarily or involuntarily alienated or encumbered except as may be specifically provided for in this Agreement.

(b)No Partnership Interest shall be Transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article XI. Any Transfer or purported Transfer of a Partnership Interest not made in accordance with this Article XI shall be null and void ab initio unless consented to by the REIT General Partner in its sole and absolute discretion.

(c)No Transfer of any Partnership Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Section 1.752‑4(b) of the Regulations) to any lender to the Partnership whose loan constitutes a Nonrecourse Liability, without the consent of the REIT General Partner and the Fortis General Partner in their sole and absolute discretion; provided, that as a condition to such consent, the lender will be required to enter into an arrangement with the Partnership and the REIT General Partner to redeem or exchange for Series A-1 Common REIT Shares any Partnership Units in which a security interest is held by such lender concurrently with such time as such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Code Section 752.

Section 11.02. Transfer of A General Partner's Partnership Interest.

(a)No Transfer of the Partnership Interest of the Fortis General Partner and no Transfer of any ownership interest in any direct or indirect owner of the Fortis General Partner may be made without the consent of the REIT General Partner; provided, however, that a Transfer of an ownership interest in Fortis Property Group, LLC shall not require the consent of the REIT General Partner to the extent such Transfer does not result in a Change of Control. In addition, the Fortis General Partner may not withdraw as a General Partner if, in the judgment of the REIT General Partner, the withdrawal would cause a default under the Existing Loan. The REIT General Partner may not transfer any of its Partnership Interests except in connection with (i) a transaction permitted under Section 11.02(b), (ii) any merger (including a triangular merger), consolidation or other combination with or into another Person following the consummation of which the equity holders of the surviving entity are substantially identical to the members of such General Partner immediately prior to the consummation, (iii) a transfer to any Person that is a successor to such General Partner, (iv) a transfer to any Subsidiary of the REIT General Partner, (v) any transaction or series of related or similar transactions (each a "Separation Transaction") in which the Partnership Interests of the REIT General Partner or its Subsidiaries are transferred to one or more Subsidiaries of the REIT General Partner with a view to the distribution of the ownership interests of the transferee Subsidiary or Subsidiaries to the holders of limited liability company interests associated with the A-1 Series, or (vi) as otherwise expressly permitted under this Agreement, nor shall the REIT General Partner withdraw as a General Partner except in connection with a transaction permitted under Section 11.02(b) or any merger, consolidation, or other combination permitted under clause (ii) of this Section 11.02(a). Any transferee of the entire General Partner Interest of the REIT General Partner pursuant to this Section 11.02(a) shall automatically become, without further action or consent of any Limited Partners, the REIT General Partner, subject to all the rights, privileges, duties and obligations of the REIT General Partner under this Agreement. Upon any Transfer permitted by this Section 11.02(a), the transferor Partner shall be relieved of all its obligations under this Agreement. The provisions of Section 11.03 and Section 11.04 hereof shall not apply to any Transfer permitted by this Section 11.02(a).

(b)Notwithstanding Section 11.02(a) above, the REIT General Partner may, without the consent of the Limited Partners, transfer any or all of its Partnership Interest or permit the transfer of interests in itself in connection with any merger or sale of all or substantially all of the assets or shares of the REIT General Partner, or any third-party purchase offer, tender offer or exchange offer in respect of the Series A-1 Common REIT Shares and OP Units that has been accepted by the holders of more than fifty percent (50%) of the aggregate outstanding Series A-1 Common REIT Shares and OP Units (excluding OP Units held by the Company, the A-1 Series and their respective Subsidiaries), as the case may be; provided, however, that, to the extent any such transaction constitutes a Significant Transaction, such transaction shall be subject to the conditions of Section 7.03(d) hereof.

Section 11.03. Transfer of Limited Partners' Partnership Interests.

(a)No Limited Partner shall Transfer all or any portion of its Partnership Interest to any transferee (i) without the written consent of the REIT General Partner, which consent may be withheld in its sole and absolute discretion, or (ii) other than to a Permitted Transferee.

(b)Without limiting the generality of Section 11.03(a) hereof, it is expressly understood and agreed that the REIT General Partner will not consent to any Transfer of all or any portion of any Partnership Interest pursuant to Section 11.03(a) above unless such Transfer meets each of the following conditions:

i.The transferee in such Transfer assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such Transferred Partnership Interest; provided, that no such Transfer (unless made pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the REIT General Partner, in its sole and absolute discretion. Notwithstanding the foregoing, any transferee of any Transferred Partnership Interest shall be subject to any and all ownership limitations contained in the LLC Agreement that may limit or restrict such transferee's ability to exercise its Redemption rights, including, without limitation, the Ownership Limit. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 11.05 hereof.

ii.Such Transfer is effective as of the first day of a fiscal quarter of the Partnership.

(c)If a Limited Partner is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner's estate shall have all the rights of a Limited Partner, but not more rights than those enjoyed by other Limited Partners, for the purpose of settling or managing the estate, and such power as the Incapacitated Limited Partner possessed to Transfer all or any part of its interest in the Partnership. The Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership.

(d)In connection with any proposed Transfer of a Limited Partner Interest other than to a Permitted Transferee, the REIT General Partner shall have the right to receive an opinion of counsel reasonably satisfactory to it to the effect that the proposed Transfer may be effected without registration under the Securities Act and will not otherwise violate any federal or state securities laws or regulations applicable to the Partnership or the Partnership Interests Transferred, and, in connection with any proposed Transfer of a Limited Partner Interest to a Permitted Transferee, the REIT General Partner shall have the right to receive written confirmation from such Permitted Transferee of its status as an accredited investor (within the meaning of Regulation D under the Securities Act) and other factual matters for purposes of verifying that the proposed Transfer may be effected without registration under the Securities Act.

(e)No Transfer by a Limited Partner of its Partnership Interests (excluding a Redemption but including any other acquisition of Partnership Units by the Partnership or the REIT General Partner) may be made to or by any person (including a Transfer to a Permitted Transferee), without the consent of the REIT General Partner in its sole discretion, if (A) (i) in the opinion of legal counsel for the Partnership, there is a significant risk that it would result in the Partnership being treated as an association taxable as a corporation or would result in a termination of the Partnership under Code Section 708, (ii) such Transfer would be effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Code Section 7704, (iii) such Transfer would result in the Partnership being unable to qualify for one or more of the "safe harbors" set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as "readily tradable on a secondary market (or the substantial equivalent thereof) " within the meaning of Section 7704 of the Code) (the "Safe Harbors") or (iv) in the opinion of legal counsel for the Partnership, there is a risk that such transfer would adversely affect the ability of the A-1 Series to continue to qualify as a REIT or subject the A-1 Series to any additional taxes under Code Section 857 or Code Section 4981, or (B) in the judgment of the REIT General Partner, the Transfer would cause a default under the Existing Loan.

Section 11.04. Substituted Limited Partners.

(a)A transferee of the interest of a Limited Partner pursuant to a Transfer consented to by the REIT General Partner pursuant to Section 11.03(a) may be admitted as a Substituted Limited Partner only with the consent of the REIT General Partner, which consent may be given or withheld by the REIT General Partner in its sole and absolute discretion. A transferee of the interest of a Limited Partner to a Permitted Transferee shall be admitted as a Substituted Limited Partner provided that such Permitted Transferee complies with the provisions of clauses (i), (ii) and (iii) below. The failure or refusal by the REIT General Partner to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or the REIT General Partner. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Limited Partner until and unless it furnishes to the REIT General Partner (i) evidence of acceptance, in form and substance satisfactory to the REIT General Partner, of all the terms, conditions and applicable obligations of this Agreement, (ii) a counterpart signature page to this Agreement executed by such Assignee, and (iii) such other documents and instruments as may be required or advisable, in the sole and absolute discretion of the REIT General Partner, to effect such Assignee's admission as a Substituted Limited Partner. An Assignee that is a Permitted Transferee may satisfy the foregoing requirements by executing a joinder in the form attached hereto as Exhibit H and furnishing such joinder to the REIT General Partner.

(b)A transferee who has been admitted as a Substituted Limited Partner in accordance with this Article XI shall have all the rights and powers and be subject to all the restrictions and liabilities of a Limited Partner under this Agreement.

(c)Upon the admission of a Substituted Limited Partner, the REIT General Partner shall be authorized to amend Exhibit A to reflect the name, address and number of Partnership Units of such Substituted Limited Partner and to eliminate or adjust, if necessary, the name, address and number of Partnership Units of the predecessor of such Substituted Limited Partner.

Section 11.05. Assignees. If the REIT General Partner, in its sole and absolute discretion, does not consent to the admission of any transferee of any Partnership Interest as a Substituted Limited Partner in connection with a transfer permitted by the REIT General Partner pursuant to Section 11.03(a), such transferee shall be considered an Assignee for purposes of this Agreement. An Assignee shall be entitled to all the rights of an assignee of a limited partnership interest under the Act, including the right to receive distributions from the Partnership and the share of Net Income, Net Losses and other items of income, gain, loss, deduction and credit of the Partnership attributable to the Partnership Units assigned to such transferee and the rights to Transfer the Partnership Units only in accordance with the provisions of this Article XI, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to effect a Consent or vote or effect a Redemption with respect to such Partnership Units on any matter presented to the Limited Partners for approval (such right to Consent or vote or effect a Redemption, to the extent provided in this Agreement or under the Act, fully remaining with the transferor Limited Partner). In the event that any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all the provisions of this Article XI to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

Section 11.06. General Provisions.

(a)No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner's Partnership Units in accordance with this Article XI, with respect to which the transferee becomes a Substituted Limited Partner, or pursuant to a redemption (or acquisition by the REIT General Partner) of all of its Partnership Units pursuant to a Redemption under Section 8.06 hereof and/or pursuant to any Partnership Unit Designation.

(b)Any Limited Partner who shall Transfer all of its Partnership Units in a Transfer (i) consented to by the REIT General Partner pursuant to this Article XI where such transferee was admitted as a Substituted Limited Partner, (ii) pursuant to the exercise of its rights to effect a redemption of all of its Partnership Units pursuant to a Redemption under Section 8.06 hereof and/or pursuant to any Partnership Unit Designation, (iii) to the REIT General Partner, whether or not pursuant to Section 8.06(b) hereof, or (iv) to a Permitted Transferee, shall cease to be a Limited Partner.

(c)If any Partnership Unit is Transferred in compliance with the provisions of this Article XI, or is redeemed by the Partnership, or acquired by the REIT General Partner pursuant to Section 8.06 hereof, on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit attributable to such Partnership Unit for such Partnership Year shall be allocated to the transferor Partner or the Tendering Party, as the case may be, and, in the case of a Transfer or assignment other than a Redemption, to the transferee Partner, by taking into account their varying interests during the Partnership Year in accordance with Code Section 706(d) and the corresponding Regulations, using the "interim closing of the books" method or another permissible method selected by the REIT General Partner (unless the REIT General Partner in its sole and absolute discretion elects to adopt a daily, weekly or monthly proration period, in which case Net Income or Net Loss shall be allocated based upon the applicable method selected by the REIT General Partner). All distributions of Available Cash attributable to such Partnership Unit with respect to which the Partnership Record Date is before the date of such Transfer, assignment or Redemption shall be made to the transferor Partner or the Tendering Party, as the case may be, and, in the case of a Transfer other than a Redemption, all distributions of Available Cash thereafter attributable to such Partnership Unit shall be made to the transferee Partner.

(d)In no event may any Transfer or assignment of a Partnership Interest by any Partner (other than any Redemption, but including any Transfer to a Permitted Transferee or acquisition of Partnership Units by the REIT General Partner or any other acquisition of Partnership Units by the Partnership) be made (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) in the event that such Transfer would cause the Company to cease to comply with the REIT Requirements; (v) except with the consent of the REIT General Partner, if such Transfer, in the opinion of counsel to the Partnership or the REIT General Partner, would create a significant risk that such transfer would cause a termination of the Partnership for federal or state income tax purposes; (vi) if such Transfer would, in the opinion of legal counsel to the Partnership, cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the Redemption (or acquisition by the REIT General Partner) of all Partnership Units held by all Limited Partners); (vii) if such Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a "party-in-interest" (as defined in ERISA Section 3(14)) or a "disqualified person" (as defined in Code Section 4975(c)); unless an applicable exemption exists; (viii) without the consent of the REIT General Partner, to any benefit plan investor within the meaning of Department of Labor Regulations Section 2510.3 101(f); (ix) if such Transfer would, in the opinion of legal counsel to the Partnership or the REIT General Partner, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3 101; (x) if such Transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (xi) except with the consent of the REIT General Partner, if such transfer would be effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Code Section 7704, could cause the Partnership to become a "publicly traded partnership" as such term is defined in Sections 469(k)(2) or 7704(b) of the Code, or could cause the Partnership to fail one or more of the Safe Harbors; (xii) if such Transfer causes the Partnership (as opposed to the Company) to become a reporting company under the Exchange Act; (xiii) if such Transfer subjects the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended; or (xiv) if such transfer could cause a default under the Existing Loan.

ARTICLE XII

ADMISSION OF PARTNERS

Section 12.01. Admission of Successor General Partner. A successor to all of the REIT General Partner Partner's General Partner Interest pursuant to Section 11.02 hereof who is proposed to be admitted as a successor REIT General Partner shall be admitted to the Partnership as the successor REIT General Partner, effective immediately prior to such Transfer. Any such successor shall carry on the business of the Partnership without dissolution. In each case, the admission shall be subject to the successor REIT General Partner executing and delivering to the Partnership an acceptance of all of the terms and conditions of this Agreement and such other documents or instruments as may be required to effect the admission. Concurrently with, and as evidence of, the admission of an Additional Limited Partner, the REIT General Partner shall be authorized to amend Exhibit A and the books and records of the Partnership to reflect the name, address and number of Partnership Units of such Additional Limited Partner.

Section 12.02. Admission of Additional Limited Partners.

(a)After the date hereof, a Person (other than an existing Partner) who makes a Capital Contribution to the Partnership in accordance with this Agreement shall be admitted to the Partnership as an Additional Limited Partner only upon furnishing to the REIT General Partner (i) evidence of acceptance, in form and substance satisfactory to the REIT General Partner, of all of the terms and conditions of this Agreement, including, without limitation, the power of attorney granted in Section 2.04 hereof, (ii) a counterpart signature page to this Agreement executed by such Person, and (iii) such other documents or instruments as may be required in the sole and absolute discretion of the REIT General Partner in order to effect such Person's admission as an Additional Limited Partner and the satisfaction of all the conditions set forth in this Section 12.02.

(b)Notwithstanding anything to the contrary in this Section 12.02, no Person shall be admitted as an Additional Limited Partner without the consent of the REIT General Partner, which consent may be given or withheld in the REIT General Partner's sole and absolute discretion. The admission of any Person as an Additional Limited Partner shall become effective on the date upon which the name of such Person is recorded on the books and records of the Partnership, following the consent of the REIT General Partner to such admission.

(c)If any Additional Limited Partner is admitted to the Partnership on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items of income, gain, loss, deduction and credit allocable among Partners and Assignees for such Partnership Year shall be allocated pro rata among such Additional Limited Partner and all other Partners and Assignees by taking into account their varying interests during the Partnership Year in accordance with Code Section 706(d), using the "interim closing of the books" method or another permissible method selected by the REIT General Partner. Solely for purposes of making such allocations, each of such items for the calendar month in which an admission of any Additional Limited Partner occurs shall be allocated among all the Partners and Assignees including such Additional Limited Partner, in accordance with the principles described in Section 11.06(c) hereof. All distributions of Available Cash with respect to which the Partnership Record Date is before the date of such admission shall be made solely to Partners and Assignees other than the Additional Limited Partner, and all distributions of Available Cash thereafter shall be made to all the Partners and Assignees including such Additional Limited Partner.

Section 12.03. Amendment of Agreement and Certificate of Limited Partnership. For the admission to the Partnership of any Partner, the REIT General Partner shall be authorized to take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary, to prepare as soon as practical an amendment of this Agreement (including an amendment of Exhibit A) and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 2.04 hereof.

Section 12.04. Limit on Number of Partners. Unless otherwise permitted by the REIT General Partner, no Person shall be admitted to the Partnership as an Additional Limited Partner if the effect of such admission would be to cause the Partnership to have a number of Partners that would cause the Partnership to become a reporting company under the Exchange Act.

Section 12.05. Admission. A Person shall be admitted to the Partnership as a Limited Partner of the Partnership only upon strict compliance, and not upon substantial compliance, with the requirements set forth in this Agreement for admission to the Partnership as an Additional Limited Partner.

ARTICLE XIII

DISSOLUTION, LIQUIDATION AND TERMINATION

Section 13.01. Dissolution. The Partnership shall not be dissolved by the admission of Additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal of a General Partner, any successor General Partner shall continue the business of the Partnership without dissolution. However, the Partnership shall dissolve, and its affairs shall be wound up, upon the first to occur of any of the following (each a "Liquidating Event"):

(a)a final and nonappealable judgment is entered by a court of competent jurisdiction ruling that a General Partner is bankrupt or insolvent, or a final and nonappealable order for relief is entered by a court with appropriate jurisdiction against a General Partner, in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect, unless, prior to the entry of such order or judgment, any remaining General Partner and a Majority in Interest of the remaining Outside Limited Partners agree in writing, in their sole and absolute discretion, to continue the business of the Partnership and to the appointment, effective as of a date prior to the date of such order or judgment, of a successor General Partner;

(b)an election to dissolve the Partnership made by the REIT General Partner and the Fortis General Partner in their sole and absolute discretion, with or without the consent of Limited Partners;

(c)entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Act;

(d)the occurrence of a Terminating Capital Transaction; or

(e)the Redemption (or acquisition by the REIT General Partner) of all Partnership Units other than Partnership Units held by the REIT General Partner; or

(f)the Incapacity or withdrawal of both General Partners, unless all of the remaining Partners in their sole and absolute discretion agree in writing to continue the business of the Partnership and to the appointment, effective as of a date prior to the date of such Incapacity, of a substitute General Partners.

Section 13.02. Winding Up.

(c)Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Partners. After the occurrence of a Liquidating Event, no Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership's business and affairs. The REIT General Partner and the Fortis General Partner or, in the event that there is no remaining General Partner or the General Partners have both dissolved, become bankrupt within the meaning of the Act or ceased to operate, any Person elected by Holders of a majority in interest of the Limited Partners (a General Partner or such other Person being referred to herein as the "Liquidator") shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership's liabilities and property, and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the REIT General Partner, include shares of stock in the REIT General Partner) shall be applied and distributed in the following order:

(i)First, to the satisfaction of all of the Partnership's Debts and liabilities to creditors other than the Partners and their Assignees (whether by payment or the making of reasonable provision for payment thereof);

(ii)Second, to the satisfaction of all of the Partnership's Debts and liabilities to the General Partners (whether by payment or the making of reasonable provision for payment thereof), including, but not limited to, amounts due as reimbursements under Section 7.04 hereof;

(iii)Third, to the satisfaction of all of the Partnership's Debts and liabilities to the other Partners and any Assignees (whether by payment or the making of reasonable provision for payment thereof); and

(iv)The balance, if any, to the REIT General Partner, the Limited Partners and any Assignees in accordance with the provisions of Section 5.01 hereof.

The General Partners shall not receive any additional compensation for any services performed pursuant to this Article XIII.

(d)Notwithstanding the provisions of Section 13.02(a) hereof that require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership's assets would be impractical or would cause undue loss to the Partners, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership (including to those Partners as creditors) and/or distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.02(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

(e)In the event that the Partnership is "liquidated" within the meaning of Regulations Section 1.704‑1(b)(2)(ii)(g), distributions shall be made pursuant to this Article XIII to the Partners and Assignees that have positive Capital Accounts in compliance with Regulations Section 1.704‑1(b)(2)(ii)(b)(2) to the extent of, and in proportion to, positive Capital Account balances. If any Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs) (a "Capital Account Deficit"), such Partner shall not be required to make any contribution to the capital of the Partnership with respect to such Capital Account Deficit and such Capital Account Deficit shall not be considered a debt owed to the Partnership or any other person for any purpose whatsoever.

(f)Notwithstanding the foregoing, if the REIT General Partner has a Capital Account Deficit, the REIT General Partner shall contribute to the capital of the Partnership the amount necessary to restore such Capital Account Deficit balance to zero; and the second sentence of Section 13.02(c) shall not apply with respect to any other Partner to the extent, but only to the extent, that such Partner previously has agreed in writing, with the consent of the REIT General Partner and the Fortis General Partner, to undertake an express obligation to restore all or any portion of a deficit that may exist in its Capital Account upon a liquidation of the Partnership. Any contribution required of a Partner under this Section 13.02(d) shall be made on or before the later of (i) the end of the Partnership Year in which the interest is liquidated or (ii) the ninetieth (90th) day following the date of such liquidation.

(g)In the sole and absolute discretion of the REIT General Partner and the Fortis General Partner or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Partners pursuant to this Article XIII may be:

(i)distributed to a trust established for the benefit of the General Partners and the Limited Partners for the purpose of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General Partners arising out of or in connection with the Partnership and/or Partnership activities. The assets of any such trust shall be distributed to the General Partners and the Limited Partners, from time to time, in the reasonable discretion of the General Partners or the Liquidator, in the same proportions and amounts as would otherwise have been distributed to the REIT General Partner and the Fortis General Partner and the Limited Partners pursuant to this Agreement; or

(ii)withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided, that such withheld or escrowed amounts shall be distributed to the General Partners and Limited Partners in the manner and order of priority set forth in Section 13.02(a) hereof as soon as practicable.

Section 13.03. Deemed Distribution and Recontribution. Notwithstanding any other provision of this Article XIII, in the event that the Partnership is liquidated within the meaning of Regulations Section 1.704‑1(b)(2)(ii)(g), but no Liquidating Event has occurred, the Partnership's Property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged and the Partnership's affairs shall not be wound up. Instead, for federal income tax purposes the Partnership shall be deemed to have contributed all of its assets and liabilities to a new partnership in exchange for an interest in the new partnership; and, immediately thereafter, distributed interests in the new partnership to the Partners in accordance with their respective Capital Accounts in liquidation of the Partnership, and the new partnership is deemed to continue the business of the Partnership. Nothing in this Section 13.03 shall be deemed to have constituted any Assignee as a Substituted Limited Partner without compliance with the provisions of Section 11.04 hereof.

Section 13.04. Rights of Limited Partners. Except as otherwise provided in this Agreement, (a) each Limited Partner shall look solely to the assets of the Partnership for the return of its Capital Contribution, (b) no Limited Partner shall have the right or power to demand or receive property other than cash from the Partnership, and (c) no Limited Partner (other than any Limited Partner who holds Preferred Units, to the extent specifically set forth herein and in the applicable Partnership Unit Designation) shall have priority over any other Limited Partner as to the return of its Capital Contributions, distributions or allocations.

Section 13.05. Notice of Dissolution. In the event that a Liquidating Event occurs or an event occurs that would, but for an election or objection by one or more Partners pursuant to Section 13.01 hereof, result in a dissolution of the Partnership, the REIT General Partner and the Fortis General Partner shall, within thirty (30) days thereafter, provide written notice thereof to each of the Partners and, in the REIT General Partner's and the Fortis General Partner's sole and absolute discretion or as required by the Act, to all other parties with whom the Partnership regularly conducts business (as determined in the sole and absolute discretion of the REIT General Partner and the Fortis General Partner), and the General Partners may, or, if required by the Act, shall, publish notice thereof in a newspaper of general circulation in each place in which the Partnership regularly conducts business (as determined in the sole and absolute discretion of the REIT General Partner and the Fortis General Partner).

Section 13.06. Cancellation of Certificate of Limited Partnership. Upon the completion of the liquidation of the Partnership cash and property as provided in Section 13.02 hereof, the Partnership shall be terminated, a certificate of cancellation shall be filed with the State of Delaware, all qualifications of the Partnership as a foreign limited partnership or association in jurisdictions other than the State of Delaware shall be cancelled, and such other actions as may be necessary to terminate the Partnership shall be taken.

Section 13.07. Reasonable Time for Winding Up. A reasonable time shall be allowed for the orderly winding up of the business and affairs of the Partnership and the liquidation of its assets pursuant to Section 13.02 hereof, in order to minimize any losses otherwise attendant upon such winding up, and the provisions of this Agreement shall remain in effect between the Partners during the period of liquidation.

ARTICLE XIV

PROCEDURES FOR ACTIONS AND CONSENTS OF PARTNERS; AMENDMENTS; MEETINGS

Section 14.01. Procedures for Actions and Consents of Partners. The actions requiring consent or approval of Limited Partners pursuant to this Agreement, including Section 7.03 hereof, or otherwise pursuant to applicable law, are subject to the procedures set forth in this Article XIV.

Section 14.02. Amendments. Except for amendments that this Agreement authorizes the REIT General Partner to make, no amendment to this Agreement may be made without the consent of the REIT General Partner and the Fortis General Partner. Any amendment requiring Consent of the Limited Partners may be proposed only by the REIT General Partner and the Fortis General Partner. Following such proposal, the REIT General Partner and the Fortis General Partner shall submit any proposed amendment to the Limited Partners. The REIT General Partner and the Fortis General Partner shall seek the written consent of the Limited Partners on the proposed amendment or shall call a meeting to vote thereon and to transact any other business that the REIT General Partner and the Fortis General Partner may deem appropriate. For purposes of obtaining a written consent, the REIT General Partner and the Fortis General Partner may require a response within a reasonable specified time, but not less than ten (10) days, and failure to respond in such time period shall constitute a rejection of such proposed amendment.

Section 14.03. Meetings of the Partners.

(a)Meetings of the Partners may be called by the REIT General Partner and the Fortis General Partner and shall be called upon the receipt by the REIT General Partner and the Fortis General Partner of a written request by a Majority in Interest of the Outside Limited Partners. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners not less than seven days nor more than thirty (30) days prior to the date of such meeting. Partners may vote in person or by proxy at such meeting. Whenever the vote or Consent of Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 14.03(b) hereof.

(b)Any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by the Partners that are required or necessary to approve such action (if such action would have been presented at a meeting of the Partners). Such approvals may be obtained by the REIT General Partner and the Fortis General Partner by means of written notice to all Limited Partners. Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of the applicable Partners (as required for such decision under this Agreement). Such consent shall be filed with the REIT General Partner and the Fortis General Partner. An action so taken shall be deemed to have been taken at a meeting held on the effective date so certified.

(c)Each Limited Partner may authorize any Person or Persons to act for it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Limited Partner or its attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy (or there is receipt of a proxy authorizing a later date). Every proxy shall be revocable at the pleasure of the Limited Partner executing it, such revocation to be effective upon the Partnership's receipt of written notice of such revocation from the Limited Partner executing such proxy. The use of proxies will be governed in the same manner as in the case of corporations organized under the Delaware General Corporation Law (including Section 212 thereof).

(d)Each meeting of Partners shall be conducted by the REIT General Partner and the Fortis General Partner or such other Person as the REIT General Partner and the Fortis General Partner may appoint pursuant to such rules for the conduct of the meeting as the REIT General Partner and the Fortis General Partner or such other Person deems appropriate in its sole and absolute discretion. Without limitation, meetings of Partners may be conducted in the same manner as meetings of the Company's members associated with the A-1 Series and may be held at the same time as, and as part of, the meetings of the Company's members associated with the A-1 Series.

(e)On matters on which Limited Partners are entitled to vote, each Limited Partner holding OP Units shall have a vote equal to the number of OP Units held.

(f)Except as otherwise expressly provided in this Agreement, the Consent of Holders of Partnership Interests representing a majority of the Partnership Interests of the Limited Partners shall control.

ARTICLE XV

GENERAL PROVISIONS

Section 15.01. Addresses and Notice. Any notice, demand, request or report required or permitted to be given or made to a Partner or Assignee under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States mail or by other means of written communication (including by telecopy, facsimile, or commercial courier service) to the Partner or Assignee at the address set forth in Exhibit A or such other address of which the Partner shall notify the REIT General Partner and the Fortis General Partner in writing.

Section 15.02. Titles and Captions. All article or section titles or captions in this Agreement are for convenience only. They shall not be deemed part of this Agreement and in no way define, limit, extend or describe the scope or intent of any provisions hereof. Except as specifically provided otherwise, references to "Articles" or "Sections" are to Articles and Sections of this Agreement.

Section 15.03. Pronouns and Plurals. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

Section 15.04. Further Action. The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 15.05. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

Section 15.06. Waiver.

(a)No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.

(b)The restrictions, conditions and other limitations on the rights and benefits of the Limited Partners contained in this Agreement, and the duties, covenants and other requirements of performance or notice by the Limited Partners, are for the benefit of the Partnership and, except for an obligation to pay money to the Partnership, may be waived or relinquished by the REIT General Partner and the Fortis General Partner, in their sole and absolute discretion, on behalf of the Partnership in one or more instances from time to time and at any time.

Section 15.07. Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto.

Section 15.08. Applicable Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law. In the event of a conflict between any provision of this Agreement and any non mandatory provision of the Act, the provisions of this Agreement shall control and take precedence.

Section 15.09. Entire Agreement. This Agreement contains all of the understandings and agreements between and among the Partners with respect to the subject matter of this Agreement and the rights, interests and obligations of the Partners with respect to the Partnership.

Section 15.10. Invalidity of Provisions. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

Section 15.11. Limitation to Preserve REIT Qualification. Notwithstanding anything else in this Agreement, to the extent that the amount paid, credited, distributed or reimbursed by the Partnership to the REIT General Partner, the A-1 Series, the Company or their officers, directors, members, managers, employees or agents, whether as a reimbursement, fee, expense or indemnity (a "REIT Payment"), would constitute gross income to the A-1 Series for purposes of Code Section 856(c)(2) or Code Section 856(c)(3), then, notwithstanding any other provision of this Agreement, the amount of such REIT Payments, as selected by the REIT General Partner in its discretion from among items of potential distribution, reimbursement, fees, expenses and indemnities, shall be reduced for any Partnership Year so that the REIT Payments, as so reduced, for or with respect to the A-1 Series, shall not exceed the lesser of:

(i)an amount equal to the excess, if any, of (x) four point nine percent (4.9%) of the A-1 Series' total gross income (but excluding the amount of any REIT Payments) for the Partnership Year that is described in subsections (A) through (H) of Code Section 856(c)(2) over (y) the amount of gross income (within the meaning of Code Section 856(c)(2)) derived by the A-1 Series from sources other than those described in subsections (A) through (H) of Code Section 856(c)(2) (but not including the amount of any REIT Payments); or

(ii)an amount equal to the excess, if any, of (x) twenty-four percent (24%) of the A-1 Series total gross income (but excluding the amount of any REIT Payments) for the Partnership Year that is described in subsections (A) through (I) of Code Section 856(c)(3) over (y) the amount of gross income (within the meaning of Code Section 856(c)(3)) derived by the A-1 Series from sources other than those described in subsections (A) through (I) of Code Section 856(c)(3) (but not including the amount of any REIT Payments); provided, however, that REIT Payments in excess of the amounts set forth in clauses (i) and (ii) above may be made if the REIT General Partner, as a condition precedent, obtains an opinion of tax counsel that the receipt of such excess amounts shall not adversely affect the A-1 Series' ability to qualify as a REIT. To the extent that REIT Payments may not be made in a Partnership Year as a consequence of the limitations set forth in this Section 15.11, such REIT Payments shall carry over and shall be treated as arising in the following Partnership Year. The purpose of the limitations contained in this Section 15.11 is to prevent the A-1 Series from failing to qualify as a REIT under the Code by reason of the A-1 Series' share of items, including distributions, reimbursements, fees, expenses or indemnities, receivable directly or indirectly from the Partnership, and this Section 15.11 shall be interpreted and applied to effectuate such purpose.

Section 15.12. No Partition. No Partner nor any successor-in-interest to a Partner shall have the right while this Agreement remains in effect to have any property of the Partnership partitioned, or to file a complaint or institute any proceeding at law or in equity to have such property of the Partnership partitioned, and each Partner, on behalf of itself and its successors and assigns hereby waives any such right. It is the intention of the Partners that the rights of the parties hereto and their successors-in-interest to Partnership property, as among themselves, shall be governed by the terms of this Agreement, and that the rights of the Partners and their successors-in-interest shall be subject to the limitations and restrictions as set forth in this Agreement.

Section 15.13. No Third-Party Rights Created Hereby. The provisions of this Agreement are solely for the purpose of defining the interests of the Partners, inter se; and no other person, firm or entity (i.e., a party who is not a signatory hereto or a permitted successor to such signatory hereto) shall have any right, power, title or interest by way of subrogation or otherwise, in and to the rights, powers, title and provisions of this Agreement; provided however, that this Agreement shall inure to the benefit of (i) the Company, (ii) the Indemnitees, (iii) the person referred to in Section 7.08(a) and (iv) the persons referred to in Section 7.08(e), all as and to the extent provided in this Agreement. No creditor or other third party having dealings with the Partnership (other than as expressly set forth herein with respect to Indemnitees) shall have the right to enforce the right or obligation of any Partner to make Capital Contributions or loans to the Partnership or to pursue any other right or remedy hereunder or at law or in equity. None of the rights or obligations of the Partners herein set forth to make Capital Contributions or loans to the Partnership shall be deemed an asset of the Partnership for any purpose by any creditor or other third party, nor may any such rights or obligations be sold, transferred or assigned by the Partnership or pledged or encumbered by the Partnership to secure any debt or other obligation of the Partnership or any of the Partners.

Section 15.14. No Rights as Members of the Company or Members of the General Partners. Nothing contained in this Agreement shall be construed as conferring upon the Holders of Partnership Units any rights whatsoever as members of the Company or members or interestholders of the General Partners, as the case may be, including without limitation any right to receive distributions made to members of the Company or members or interestholders of the General Partners, as the case may be, or to vote or to consent or receive notice as members of the Company in respect of any meeting of members. For the avoidance of doubt, holders of OP Units shall have the right to vote together with members of the Company associated with the A-1 Series as provided in Section 7.03(d) hereof.

Section 15.15. Creditors. Other than as expressly set forth herein with respect to Indemnitees, none of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership.

[Signature page follows]

[Signature Pages]

IN WITNESS WHEREOF, this First Amended and Restated Agreement of Limited Partnership has been executed as of the date first written above.

REIT GENERAL PARTNER:

SERIES A-1 OF ETRE REIT LLC


By:	___________________________

Name:

Title:

[Signatures continue on the following page]

FORTIS GENERAL PARTNER:

LINCOLN STREET MANAGER, LLC


By:	________________________________

Name:

Title:

[Signatures continue on the following page]

LIMITED PARTNER:

LINCOLN STREET HOLDINGS, LLC


By:	__________________________

Name:

Title:

EXHIBIT A

PARTNERS AND PARTNERSHIP UNITS

As of ___________, 2015



Name of Partner	Partnership Units (Type and Amount)	Address
REIT General Partner: Series A-1 of ETRE REIT, LLC	___________ OP Units representing General Partner Interests	44 Wall Street New York, New York 10005 Attention: Jesse Stein Facsimile No.: ___________
Fortis General Partner: Lincoln Street Manager, LLC	None	c/o Fortis Property Group, LLC 184 Kent Avenue, Fifth Floor Brooklyn, New York 11211 Attention: ___________ Facsimile No.: ___________
Limited Partners: Lincoln Street Holdings, LLC	___________ OP Units representing Limited Partner Interests	c/o Fortis Property Group, LLC 184 Kent Avenue, Fifth Floor Brooklyn, New York 11211 Attention: ___________ Facsimile No.: ___________
TOTALS	___________ OP Units

EXHIBIT B

NOTICE OF REDEMPTION


To:	Series A-1 of ETRE REIT, LLC

44 Wall Street

New York, New York 10005

The undersigned Limited Partner or Assignee hereby irrevocably tenders for Redemption [] OP Units in ETRE Property A-1, L.P. in accordance with the terms of the Amended and Restated Agreement of Limited Partnership of ETRE Property A-1, L.P., dated as of [], 2015 (the "Agreement"), and the Redemption rights referred to therein. The undersigned Limited Partner or Assignee:

(a)undertakes (i) to surrender such OP Units and any certificate therefor at the closing of the Redemption and (ii) to furnish to the REIT General Partner, prior to the Specified Redemption Date, the documentation, instruments and information required under Section 8.06(g) of the Agreement;

(b)directs that the certified check representing the Cash Amount, or the Series A-1 Common REIT Shares Amount, as applicable, deliverable upon the closing of such Redemption be delivered to the address specified below;

(c)represents, warrants, certifies and agrees that:

(i)the undersigned Limited Partner or Assignee is a Qualifying Party,

(ii)the undersigned Limited Partner or Assignee has, and at the closing of the Redemption will have, good, marketable and unencumbered title to such OP Units, free and clear of the rights or interests of any other person or entity,

(iii)the undersigned Limited Partner or Assignee has, and at the closing of the Redemption will have, the full right, power and authority to tender and surrender such Partnership Units as provided herein, and

(iv)the undersigned Limited Partner or Assignee has obtained the consent or approval of all persons and entities, if any, having the right to consent to or approve such tender and surrender; and

(d)acknowledges that he will continue to own such OP Units until and unless either (1) such OP Units are acquired by the REIT General Partner pursuant to Section 8.6.B of the Agreement or (2) such redemption transaction closes.

All capitalized terms used herein and not otherwise defined shall have the same meaning ascribed to them respectively in the Agreement.

Dated: ______________

Name of Limited Partner or Assignee:

___________________________________

(Signature of Limited Partner or Assignee)

____________________________________

(Street Address)

_____________________________________

(City) (State) (Zip Code)

Signature Medallion Guaranteed by:

____________________________________

Issue Check Payable/Series A-1 Common ____________________________________

REIT Shares to: _______________________________

Name: ______________________________

Please insert social security or identifying

number: ______________________________________

EXHIBIT C

INDEMNITY AGREEMENT

EXHIBIT D

ASSET MANAGEMENT AGREEMENT

EXHIBIT E

ADMINISTRATIVE SERVICES AGREEMENT

EXHIBIT F

CONTRIBUTION AGREEMENT

EXHIBIT G

LINCOLN STREET HOLDINGS LIMITED PARTNERS GROUP

EXHIBIT H

JOINDER TO LIMITED PARTNERSHIP AGREEMENT

FOR PERMITTED TRANSFEREES

This Joinder Agreement (this "Joinder Agreement") is made as of the date written below by the undersigned (the "Joining Party") in accordance with the Amended and Restated Limited Partnership Agreement (the "Limited Partnership Agreement") of ETRE Property A-1, L.P. (the "Partnership"), dated as of [], 2015, among Series A-1 (the "A-1 Series" or, in its capacity as a General Partner, the "REIT General Partner") of ETRE REIT, LLC, a Delaware series limited liability company (the "Company"), Lincoln Street Manager, LLC, a Delaware limited liability company (in its capacity as a General Partner, the "Fortis General Partner"), and the Limited Partners party thereto, as the same may be amended from time to time. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Limited Partnership Agreement.

The Joining Party is a transferee with respect to [] OP Units, representing fractional shares of Limited Partner Interest (the "Transferred Interest"), of [] (the "Transferor Limited Partner"). The Joining Party represents and warrants to and agrees with the Partnership and the REIT General Partner that:


1.	The Joining Party has received and read the Limited Partnership Agreement.


2.	The Joining Party qualifies as a Permitted Transferee pursuant to at least one of the tests set forth below (Please initial all that apply)



(Initial)	(a) The Joining Party is a Family Member or Affiliate of the Transferor Limited Partner. A "Family Member" means, with respect to any natural person, such natural person's spouse, parent, siblings, descendants (including adoptive relationships and stepchildren) and the spouses of each such natural persons. An "Affiliate" means, with respect to any person, (w) any person directly or indirectly controlling or controlled by or under common control with such person, (x) any person owning or controlling ten percent (10%) or more of the outstanding voting interests of such person, (y) any person of which such person owns or controls ten percent (10%) or more of the voting interests or (z) any officer, director, general partner or trustee of such person or any person referred to in clauses (w), (x), and (y) above. For the purposes of this definition, "control" when used with respect to any person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing.
(Initial)	(b) The Joining Party is a trust formed for the benefit of the Transferor Limited Partner and/or the Family Members of the Transferor Limited Partner.
(Initial)	(c) The Joining Party is a partnership, limited liability company, corporation or entity the interests in which are held, directly or indirectly, by persons described in clauses (a) and (b) above.
(Initial)	(d) The Joining Party is a person that is a Partner of the Partnership
(Initial)	(e) The Joining Party is a Qualified Transferee. A "Qualified Transferee" means a means a Person that is not, is not an Affiliate of and is not acting on behalf of: (i) a person or entity listed in the annex to executive Order No. 13224 (2001) issued by the president of the United States (executive order blocking property and prohibiting transactions with persons who commit, threaten to commit, or support terrorism); (ii) named on the list of specially designated nationals and blocked persons maintained by the United States Office of Foreign Assets Control (OFAC); (iii) otherwise subject to U.S. economic sanctions; or (iv) otherwise prohibited from investing in the Partnership pursuant to applicable U.S. anti-money laundering, antiterrorist, asset control and economic sanctions laws, regulations, rules or orders
(Initial)	(f) The Joining Party is either (x) Lincoln Street Holdings, LLC, or (y) a direct and indirect member, partner and equity holder in Lincoln Street Holdings, LLC as of _________, 2015.


3.	The Joining Party qualifies as an accredited investor (within the meaning of Regulation D under the Securities Act) pursuant to at least one of the tests set forth below (Please initial all that apply).

FOR NATURAL PERSONS:



(Initial)	(i) The Joining Party is a natural person with individual income (without including any income of that person’s spouse) in excess of $200,000 or joint income with that person’s spouse in excess of $300,000, in each of the two most recent years and who reasonably expects to reach the same income level in the current year; and/or
(Initial)	(ii) The Joining Party is a natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of purchase exceeds $1,000,000 (excluding the estimated fair market value of that person’s primary residence). When determining net worth, the value of the person’s primary residence must be excluded. The related amount of indebtedness secured by the person’s primary residence, up to the estimated fair market value of the primary residence, may also be excluded as a liability in calculating net worth except that: (i)indebtedness secured by the primary residence in excess of its estimated fair market value must be considered a liability and deducted from the person’s net worth, and (ii)to the extent not included in (i) above, any indebtedness secured by the primary residence that has been incurred since the date that is 60 days prior to the date of execution of this document and was not incurred in connection with the purchase of the primary residence must be considered a liability and deducted from the person’s net worth, even if the fair market value of the primary residence exceeds the debt secured by the primary residence.

FOR ENTITIES:



(Initial)	(1) The Joining Party is an entity with total assets in excess of $5,000,000 which was not formed for the purpose of investing in the Transferred Interest and which is one of the following:
	(Initial)	a corporation; or
	(Initial)	a partnership; or
	(Initial)	a limited liability company; or
	(Initial)	a business trust; or
	(Initial)	a tax-exempt organization described in Section 501(c)(3) of the Internal Revenue Code.
(Initial)	(2) The Joining Party is a personal (non-business) trust, other than an employee benefit trust, with total assets in excess of $5,000,000 which was not formed for the purpose of investing in the Transferred Interest and whose decision to invest in the Partnership has been directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment.
(Initial)	(3) The Joining Party is a revocable grantor trust which may be amended or revoked at any time by the grantors thereof and all of the grantors are accredited investors.
(Initial)	(4) The Joining Party is an employee benefit plan within the meaning of Title I of ERISA, which satisfies at least one of the following conditions:
	(Initial)	it has total assets in excess of $5,000,000; or
	(Initial)	the investment decision is being made by a plan fiduciary which is a bank, savings and loan association, insurance company or registered investment adviser; or
	(Initial)	it is a self-directed plan (i.e., a tax-qualified defined contribution plan in which a participant may exercise control over the investment of assets credited to his or her account) and the decision to invest is made by those participants investing, and each such participant qualifies as an accredited investor.
(Initial)	(5) The Joining Party is an employee benefit plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions, which has total assets in excess of $5,000,000.
(Initial)	(6) The Joining Party is licensed, or subject to supervision, by federal or state examining authorities as a “bank,” “savings and loan association,” “insurance company,” or “small business investment company” (as such terms are used and defined in 17 CFR §230.501(a)) or is an account for which a bank, savings and loan association, insurance company or small business investment company is subscribing in a fiduciary capacity.
(Initial)	(7) The Joining Party is registered with the Securities and Exchange Commission as a broker or dealer or an investment company; or has elected to be treated or qualifies as a “business development company” (within the meaning of Section 2(a)(48) of the Investment Company Act, or Section 202(a)(22) of the Investment Advisers Act of 1940, as amended).
(Initial)	(8) The Joining Party is an entity (other than a trust) in which all of the equity owners are accredited investors as described above.


4.	If the Joining Party is a Qualified Transferee (as defined above), the Joining Party affirms the representations and warranties contained in Section 3.04(a) and Section 3.04(b) of the Limited Partnership Agreement and all of such representations and warranties are true and correct as of the date hereof as if such representations and warranties were made by the Joining Party.

The Joining Party acknowledges and agrees that Transfers of Limited Partner Interests are restricted by the terms of Section 11.03(e) and Section 11.06(d) of the Limited Partnership Agreement. The Joining Party represents and warrants to and agrees with the Partnership and the REIT General Partner that, to the best knowledge of the Joining Party, the Transfer of the Transferred Interest will not result in any of the events enumerated in such Sections. In furtherance of the foregoing, the Joining Party represents and warrants to and agrees with the Partnership and the REIT General Partner that the Joining Party does not lack the legal right, power or capacity to own a Partnership Interest, the Transfer of the Transferred Interest does not involve the transfer of any component portion of a Partnership Interest and the Joining Party is not a benefit plan investor within the meaning of Department of Labor Regulations Section 2510.3 101(f).

The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to the Limited Partnership Agreement as of the date hereof, shall be admitted as a Substituted Limited Partner and shall have all of the rights and obligations of a "Limited Partner" thereunder, and shall assume all of the obligations of the Transferor Limited Partner under the Limited Partnership Agreement with respect to such Transferred Interest. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Limited Partnership Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date: ___________ ___, ______

[NAME OF JOINING PARTY]


By:	____________________________

Name:

Title:

Address for Notices:

ACCEPTED AND AGREED

Date: ___________ ___, ______

REIT GENERAL PARTNER:

SERIES A-1 OF ETRE REIT LLC


By:	___________________________

Name:

Title:

EXHIBIT I

PARTNERSHIP UNIT DESIGNATION FOR OVERALLOTMENT UNITS

[__], 2015

ETRE REIT, LLC

SERIES A-1 COMMON SHARES

________________________________________________

FORM OF REGISTRATION RIGHTS AGREEMENT

___________________________________________________________



Clause			Page
1	Certain Definitions.		1
2	Demand Registrations.		4
	(a)	Long-Form Registration.	4
	(b)	Short-Form Registration.	4
	(c)	Limitations.	5
	(d)	Underwriting.	5
	(e)	Priority on Demand Registrations.	6
3	Market Stand-off.		6
	(a)	Lockup Agreement.	6
	(b)	Stop Transfer Instructions.	6
	(c)	Blackout Period.	6
4	Registration Procedures.		7
	(a)	Copies of Registration Statement.	7
	(b)	Effectiveness.	7
	(c)	General Notification.	7
	(d)	Notification of Stop Orders; Suspensions of Qualifications and Exemptions.	8
	(e)	Copies of the Registration Statement.	8
	(f)	Copies of the Prospectus.	8
	(g)	Blue Sky.	9
	(h)	Certificates.	9
	(i)	SEC Compliance; Earnings Statement.	9
	(j)	Holder Information.	9
	(k)	Agreements.	9
	(l)	Legal Opinion; Certificates; Cold Comfort Letter.	10
	(m)	Listing.	10
	(n)	Due Diligence.	10
	(o)	Participation.	10
	(p)	10b-5 Notification.	10
	(q)	Other Approvals.	11
	(r)	FINRA.	11
	(s)	Road Show.	11
	(t)	Transfer Agent, Register and CUSIP.	11
	(u)	Other Actions.	11
	(v)	Notice to Discontinue.	11
	(w)	Free Writing Prospectuses.	12
5	Registration Expenses.		12
6	Certain Limitations on Registration Rights.		12
7	Indemnification.		12
	(a)	Indemnification by the A-1 Series.	12
	(b)	Indemnification by Holders.	13
	(c)	Indemnification Procedures.	13
	(d)	Contribution if Indemnification Against Public Policy.	14
	(e)	Obligations Not Exclusive.	15
8	Miscellaneous.		15
	(a)	Amendments and Waivers.	15
	(b)	Entire Agreement.	15
	(c)	Term and Termination.	15
	(d)	Notices.	15
	(e)	Successors and Assigns; Assignment.	16
	(f)	Submission to Jurisdiction; No Jury Trial.	17
	(g)	Counterparts.	17
	(h)	Governing Law.	17
	(i)	Headings.	17
	(j)	Construction.	17
	(k)	Severability.	18

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of [___], 2015, by and among ETRE REIT, LLC, a Delaware series limited liability company (the "Company"), with respect to itself and with respect to Series A-1, a separate series thereof (the "A-1 Series"), and Lincoln Street Holdings, LLC, a Delaware limited liability company ("Lincoln Street Holdings"). Lincoln Street Holdings and its permitted assignees are collectively referred to herein as the "Holders" and each individually as a "Holder."

R E C I T A L S

WHEREAS, the A-1 Series, Lincoln Street Holdings and Lincoln Street Mezz, LLC, a Delaware limited liability company wholly-owned by Lincoln Street Holdings ("Lincoln Street Mezz"), are parties to that certain Contribution Agreement, dated as of March 27, 2015 (the "Contribution Agreement"), pursuant to which, in conjunction with the closing of the initial public offering (the "IPO") of Series A-1 common shares of the Company ("Common Shares"), (i) the A-1 Series is acquiring 48.88% of the outstanding equity interests of Lincoln Street Mezz, (ii) Lincoln Street Mezz is converting from a Delaware limited liability company into ETRE Property A-1, L.P., a Delaware limited partnership (the "Operating Partnership"), and (iii) the A-1 Series, Lincoln Street Manager, LLC, a Delaware limited liability company, and Lincoln Street Holdings are entering into that certain Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of the date hereof, as amended, supplemented and restated from time to time (the "OP Agreement");

WHEREAS, upon the completion of the foregoing transactions, Lincoln Street Holdings will own [number] units of limited partnership interest in the Operating Partnership (together with any additional units of limited partnership interest in the Operating Partnership acquired by Lincoln Street Holdings under the Contribution Agreement after the date of this Agreement, the "OP Units"), which OP Units will, pursuant to the terms of the OP Agreement, be redeemable for cash or, at the option of the A-1 Series, in its capacity as one of the general partners of the Operating Partnership (the “REIT General Partner”), exchangeable for Common Shares (collectively, upon exchange of the OP Units, the “Exchange Shares”); and

WHEREAS, in connection with the foregoing transactions, the Company and the A-1 Series have agreed to provide the registration rights set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises and of the mutual covenants and obligations hereinafter set forth, the parties hereto hereby agree as follows:

1. Certain Definitions. As used herein, the following terms shall have the meanings set forth below:

"A-1 Series" has the meaning set forth in the preamble.

"Advice" has the meaning set forth in Section 4(c).

"Affiliate" of any Person means any other Person controlling, controlled by or under common control with such Person. As used in this definition, "control" (including, with its correlative meanings, "controlled by" and "under common control with") shall mean, with respect to any Person, the possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of such Person. In the case of a natural Person, his or her Affiliates include members of such Person's immediate family, natural lineal descendants of such Person or a trust or other similar entity established for the exclusive benefit of such Person and his or her immediate family or natural lineal descendants.

"Agreement" has the meaning set forth in the preamble.

"Board" means the Board of Directors of the Company.

"Business Day" means any day other than a Saturday, a Sunday or any day on which banks located in New York, New York are authorized or obliged to close.

"Commission" means the United States Securities and Exchange Commission.

"Common Shares" has the meaning set forth in the recitals hereto.

"Contribution Agreement" has the meaning set forth in the recitals hereto.

"Company" has the meaning set forth in the preamble.

"Demand Date" means the later of (i) 180 days after the consummation of the IPO and (ii) the Redemption Right Date.

"Demand Registration" has the meaning set forth in Section 2(b).

"Exchange Act" means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, as the same may be amended from time to time.

“Exchange Shares” has the meaning set forth in the recitals hereto.

"FINRA" means Financial Industry Regulatory Authority.

"Holders" has the meaning set forth in the preamble.

"IPO" has the meaning set forth in the recitals hereto.

"Issuer Free Writing Prospectus" has the meaning set forth in Section 4(w).

"Lincoln Street Holdings" has the meaning set forth in the preamble.

"Lincoln Street Mezz" has the meaning set forth in the recitals hereto.

"Long-Form Registration" has the meaning set forth in Section 2(a).

"OP Agreement" has the meaning set forth in the recitals hereto.

"OP Units" has the meaning set forth in the recitals hereto.

"Operating Partnership" has the meaning set forth in the recitals hereto.

"Person" means an individual, a partnership, a company, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental or quasi-governmental entity or any department, agency or political subdivision thereof.

"Redemption Right Date" shall have the meaning set forth in the OP Agreement.

"Register," "registered" and "registration" refer to a registration effected by preparing and filing a Registration Statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such Registration Statement.

"Registrable Securities" means (i) any Exchange Shares issued or issuable to any Holder pursuant to any exchange of OP Units pursuant to the OP Agreement, and (ii) any Common Shares issued, issuable, exchanged or exchangeable in respect of OP Units upon any share split, share dividend, recapitalization, share distribution, reorganization, combination of shares, merger, consolidation, or other similar event; provided, however, that Registrable Securities shall not include any securities referred to in clauses (i) or (ii) if (A) the Holder of such securities may resell such securities pursuant to Rule 144 (or any successor rule) under the Securities Act without the requirement for the Company to be in compliance with the current public information required thereunder and without any volume restrictions, manner of sale requirements or notice requirements set forth in such Rule, (B) the sale of such securities has been registered pursuant to the Securities Act and such sale has been consummated or (C) the securities have been Transferred in a transaction in which registration rights are not Transferred pursuant to Section 8(e) hereof.

"Registration Expenses" shall have the meaning set forth in Section 5 hereof.

"Registration Statement" means any registration statement of the Company on Form S‑11 (or, if the Company is then eligible to use such form, Form S-3) or any successor or similar forms which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all materials incorporated by reference in such Registration Statement.

“REIT General Partner” has the meaning set forth in the recitals hereto.

"Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, as the same may be amended from time to time.

"Short-Form Registration" has the meaning set forth in Section 2(b).

"Transfer" means any direct or indirect sale, exchange, transfer (including, without limitation, any transfer by gift or operation of law, or any transfer of an economic interest in any derivative security of any security), assignment, pledge, hypothecation, mortgage, distribution or other disposition, or issuance or creation of any option or any voting proxy, voting trust or other transfer of interest, in whole or in part, whether in a single transaction or a series of related transactions and whether voluntarily or involuntarily or by operation of law or at a judicial sale or otherwise.

2. Demand Registrations.

(a)Long-Form Registration. At any time after the Demand Date, Holders holding a 10% or more of the Registrable Securities then held by the Holders (determined as if all of the OP Units held by any Holder have been exchanged for Registrable Securities) may request registration under the Securities Act of their Registrable Securities on Form S-11 or any similar long-form registration statement (each such registration, a "Long‑Form Registration"); provided that the aggregate value of all Registrable Securities and any other securities to be sold is at least equal to $5 million. Each request for a Long-Form Registration shall specify the approximate number of Registrable Securities required to be registered by such Holders. Upon receipt of any such request, the A-1 Series shall promptly (but in no event later than 5 days following receipt thereof) deliver notice of such request to all other Holders holding Registrable Securities who shall then have 30 days from the date that such notice is given to notify the A-1 Series in writing of their desire to include any of their Registrable Securities in such registration. The Company shall, as expeditiously as possible, cause a Registration Statement on Form S-11 (or any similar long-form registration statement) to be prepared and filed within 45 days after the date on which the initial request is made by the Holders holding 10% or more of the Registrable Securities in accordance with this Section 2(a), and, subject to Section 4(b), shall use its reasonable best efforts to cause such Registration Statement to be declared and kept effective by the Commission as soon as practicable thereafter.

(b)Short-Form Registration. After the consummation of the IPO, the Company shall use its reasonable best efforts to qualify and remain qualified to register securities under the Securities Act pursuant to a Registration Statement on Form S-3 or any similar short-form registration statement. Following the Demand Date, and at such time as the Company shall have qualified for the use of a Registration Statement on Form S-3 or any similar short-form registration statement, Holders holding 10% or more of the Registrable Securities then held by the Holders (determined as if all of the OP Units held by any Holder have been exchanged for Registrable Securities) may request registration under the Securities Act of their Registrable Securities on Form S-3 or any similar short-form registration statement (each such registration, a "Short-Form Registration" and, together with each Long-Form Registration, a "Demand Registration"); provided that the aggregate value of all Registrable Securities and any other securities to be sold is at least equal to $1 million. Each request for a Short-Form Registration shall specify the approximate number of Registrable Securities requested to be registered by such Holders. Upon receipt of any such request, the A-1 Series shall promptly (but in no event later than 5 days following receipt thereof) deliver notice of such request to all other Holders holding Registrable Securities who shall then have 10 days from the date such notice is given to notify the A-1 Series in writing of their desire to be included in such registration. The Company shall, as expeditiously as possible, cause a Registration Statement on Form S-3 (or any similar short-form registration statement) to be prepared and filed within 30 days after the date on which the initial request is made by the Holders holding 10% or more of the Registrable Securities in accordance with this Section 2(b), and, subject to Section 4(b), shall use its reasonable best efforts to cause such Registration Statement to be declared and kept effective by the Commission as soon as practicable thereafter.

(c)Limitations.

(i)The Holders as a group shall not be entitled to exercise a Demand Registration right more than one time during any calendar quarter; provided, that a Registration Statement shall not count as a Demand Registration requested under Section 2(a) or Section 2(b) unless and until it has become effective.

(ii)If the Company's Board determines in its reasonable good faith judgment that the exercise of a Demand Registration under Section 2(a) or Section 2(b) would (i) materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the A-1 Series, or (ii) require premature disclosure of material non-public information that the A-1 Series has a bona fide business purpose for preserving as confidential, then, the Holders seeking to exercise such Demand Registration right under Section 2(a) or Section 2(b), upon receipt of a written certification from the Company’s Chief Executive Officer of such determination by the Company’s Board including a general statement of the reasons for suspension and an approximation of the period of the anticipated delay, the rights of the Holders under Section 2(a) or Section 2(b) shall be suspended until the date upon which the Company notifies the Holders in writing that the suspension of such rights for the grounds set forth in this Section 2(c)(ii) is no longer necessary; provided, however, that no such suspension shall be longer than 75 days; and provided further, that the Company shall not exercise the right to suspend an offering pursuant to this Section 2(c)(ii) more than once in any twelve (12) month period; and provided further, that the Company shall not be entitled to suspend an offering pursuant to this Section 2(c)(ii) unless it shall concurrently (A) prohibit sales by all other holders of Common Shares (or securities convertible into or exchangeable or exercisable for Common Shares) under registration statements covering such securities held by such other security holders, and (B) forbid the purchases and sales of Common Shares (or securities convertible into or exchangeable or exercisable for Common Shares) in the open market by directors and executive officers of the Company. If the Company shall so suspend the filing of a Registration Statement in accordance with this Section 2(c)(ii), the Holders shall have the right to withdraw the request for registration by giving written notice to the Company at any time after receipt of the notice of suspension (and, in the event of such withdrawal, such request shall not be counted for purposes of determining the number of Demand Registrations to which the Holders are entitled pursuant to Section 2(c)(i) in any calendar quarter); provided, that in such event the Holders initiating such Demand Registration shall be withdrawn, the A-1 Series shall pay all registration expenses in connection with such withdrawn request for registration.

(d)Underwriting. If the Holders initially requesting a Demand Registration elect to distribute the Registrable Securities covered by their request in an underwritten offering, they shall so advise the A-1 Series as a part of their request made pursuant to Section 2(a) or Section 2(b), and the A-1 Series shall include such information in its notice to the other Holders holding Registrable Securities. The Holders initially requesting the Demand Registration shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering; provided, that such selection shall be subject to the consent of the A-1 Series, which consent shall not be unreasonably withheld or delayed.

(e)Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of Holders holding 10% or more of the Registrable Securities included in such Demand Registration who initially requested such registration, which consent shall not be unreasonably withheld or delayed. If a Demand Registration involves an underwritten offering and the managing underwriter of the requested Demand Registration advises the Company and those Persons participating in such offering in writing in its good faith opinion that: the number of Common Shares proposed to be included in the Demand Registration, including all Registrable Securities and (subject to the consent right in the immediately preceding sentence) any other Common Shares proposed to be included in such underwritten offering, (A) exceeds the number of Common Shares which can be sold in such underwritten offering, or (B) would adversely affect the price per share of the Common Shares proposed to be sold in such underwritten offering, then, in either instance, the Company shall include in such Demand Registration (X) first, the number of Registrable Securities that the Holders participating in such offering propose to sell, and (Y) (i) second, the number of Common Shares proposed to be included therein by any other Persons (including Common Shares to be sold for the account of the Company and/or other holders of Common Shares) allocated among such Persons in such manner as such other Persons and the managing underwriter may agree; or (ii) the Company shall allocate such number of Common Shares proposed to be included therein by other Persons in the Demand Registration pro rata among such respective Persons participating in the Demand Registration on the basis of the number of Common Shares owned by such Persons as compared to the aggregate number of Common Shares held by all Persons (in each case, excluding the Holders).

3. Market Stand-off.

(a)Lockup Agreement. To the extent not inconsistent with applicable law, each Holder agrees not to effect any public sale or distribution (including sales pursuant to Rule 144 under the Securities Act) of Common Shares, or any securities, options or rights convertible into or exchangeable or exercisable for Common Shares (including, without limitation, the OP Units), during the 180-day period beginning on the effective date of the IPO, unless expressly authorized by the underwriters managing the IPO. Notwithstanding, the foregoing, nothing in this Section 3(a) shall in any way restrict, limit or otherwise prevent any of the Holders from transferring all or a portion of its Partnership Interest (as defined in the OP Agreement) to a Permitted Transferee (as defined in the OP Agreement) under sub-sections (a) through (d) of such definition, so long as such new Holder agrees to be bound to this Section 3(a) by executing the joinder in Exhibit A hereto.

(b)Stop Transfer Instructions. The Company may impose, and the A-1 Series, in its capacity as a general partner of the Operating Partnership, may cause the Operating Partnership to impose, stop transfer instructions with respect to Registrable Securities or other securities subject to the restrictions set forth in Section 3(a) until the end of the relevant period.

(c)Blackout Period. The Company agrees not to effect any public sale or distribution of Common Shares, or any securities convertible into or exchangeable or exercisable for Common Shares, during the seven days prior to and during the 90-day period beginning on the effective date of any underwritten Demand Registration (except as part of such underwritten registration or offering or pursuant to registrations on Form S-8 or any successor or similar form), unless the underwriters managing the registered public offering otherwise agree.

4. Registration Procedures. In connection with any Registration Statement filed pursuant to Section 2, the following provisions shall apply:

(a) Copies of Registration Statement. The A-1 Series shall furnish as promptly as practicable to each selling Holder, prior to the Company filing a Registration Statement or any supplement or amendment thereto, a copy of such Registration Statement, supplement or amendment as it is proposed to be filed, and after such filing such number of copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the prospectus included in such Registration Statement (including each preliminary prospectus) and such other documents as each Holder may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such selling Holder.

(b) Effectiveness. Once a Registration Statement has been declared effective, the Company shall use its reasonable best efforts to cause such Registration Statement to remain effective and in compliance with the applicable securities laws, including causing the Registration Statement to not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and preparing and filing any amendments, supplements or post-effective amendments necessary for that purpose until the earlier of (i) not less than 180 days from the date of effectiveness or, if such Registration Statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer, or (ii) the date on which all of the securities covered by such Registration Statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such Registration Statement (but in any event not before the expiration of any longer period required under the Securities Act).

(c) General Notification. The A-1 Series shall promptly advise the selling Holders, and, if requested by such Holders, confirm such advice in writing:

(i)when the Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

(ii)of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information;

(iii)of any notification by the Commission whether there will be a "review" of such Registration Statement;

(iv)of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose;

(v)of any comments (oral or written) by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto;

(vi)of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(vii)of any other information which reasonable be deemed to be material to the selling Holders in connection with their proposed registration and disposition of the Registrable Securities covered by such Registration Statement.

Each Holder agrees that upon receipt of any written notice of the A-1 Series pursuant to paragraphs (ii) through (vi) of Section 4(c) hereof, such Holder shall discontinue offering such Registrable Securities pursuant to the Registration Statement until such Holder's receipt of copies of the supplemented or amended prospectus contemplated by Section 4(d) hereof, or until advised in writing (the "Advice") by the A-1 Series that the use of the applicable prospectus may be resumed. If the A-1 Series shall give any notice under Section 4(c)(ii) through (vi) during the registration period, such registration period shall be extended by the number of days during such period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by the Registration Statement shall have received (x) the copies of the supplemental or amended prospectus contemplated by Section 4(d) (if an amended or supplemental prospectus is required) or (y) the Advice (if no amended or supplemental prospectus is required).

(d) Notification of Stop Orders; Suspensions of Qualifications and Exemptions. Upon the occurrence of any event contemplated by paragraphs (ii) through (vi) of Section 4(c) hereof during the period for which the Company is required to maintain an effective Registration Statement, the Company shall (A) use its reasonable best efforts to prevent the issuance of a stop order, and in the event of such issuance, to obtain the withdrawal of any stop order or order suspending the effectiveness of the Registration Statement and (B) prepare a post-effective amendment to the Registration Statement or a supplement to the related prospectus or file any other required document as soon as possible so that, as thereafter delivered to purchasers of the Registrable Securities, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will comply with the Securities Act and the rules promulgated thereunder.

(e) Copies of the Registration Statement. The A-1 Series will furnish to each Holder included within the coverage of the Registration Statement, without charge to such Holder, copies of the Registration Statement and any amendment thereto, including financial statements and schedules, and, if any Holder so requests, all exhibits (including those incorporated by reference) in such number as such Holder may reasonably request from time to time.

(f) Copies of the Prospectus. The A-1 Series will deliver to each Holder included within the coverage of the Registration Statement, without charge to such Holder, as many copies of the prospectus (including each preliminary prospectus) included in the Registration Statement and any amendment or supplement thereto as each such Holder may reasonably request; and the Company consents to the use of the prospectus or any amendment or supplement thereto by each Holder in connection with the offering and sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto.

(g) Blue Sky. Prior to any public offering of Registrable Securities pursuant to a Registration Statement, the Company shall use its reasonable best efforts to register or qualify (or seek an exemption from registration or qualification) or cooperate with each Holder selling Registrable Securities pursuant to such Registration Statement and their respective counsel in connection with the registration or qualification of such securities for offer and sale under the securities laws of such jurisdictions as such counsel reasonably requests in writing on behalf of such Holder and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company will not be required to qualify to do business or to qualify as a dealer in securities in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or to taxation in any such jurisdiction where it is not then so subject.

(h) Certificates. The Company shall cooperate with each Holder to facilitate the timely, in the case of beneficial interests in Registrable Securities held through a depositary, Transfer of such equivalent Registrable Securities with an unrestricted CUSIP, or, in the case of certificated shares, preparation and delivery of certificates representing Registrable Securities to be sold pursuant to such Registration Statement free of any restrictive legends and registered in such names as such Holder may request in writing prior to sales of Registrable Securities pursuant to the Registration Statement.

(i) SEC Compliance; Earnings Statement. The Company shall use its reasonable best efforts to comply with all applicable rules and regulations of the Commission and shall make generally available to its Holders, as soon as reasonably practicable, but in any event not later than 18 months after the effective date of the applicable Registration Statement, an earnings statement covering a period of 12 months beginning after the effective date of such Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder.

(j) Holder Information. It shall be a condition precedent to the obligations of the Company or the A-1 Series to take any action pursuant to Section 2 herein with respect to the Registrable Securities of any Holder that such Holder shall furnish to the A-1 Series such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of such Holder's Registrable Securities.

(k) Agreements. The Company and/or the A-1 Series shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other action, if any, as the Holders that hold 10% or more of the Registrable Securities being sold or the managing underwriters (if any) shall reasonably request in order to facilitate the disposition of Registrable Securities pursuant to the Registration Statement.

(l) Legal Opinion; Certificates; Cold Comfort Letter. The Company and/or the A-1 Series, if requested by those Holders that together hold 10% or more of the Registrable Securities being sold or the managing underwriters (if any) in connection with the Registration Statement, shall cause (i) its counsel to deliver an opinion relating to the Registration Statement and the Registrable Securities, in customary form (and covering such matters of the type customarily covered by legal opinions of such nature) addressed to the selling Holders and the managing underwriters (if any), and dated the effective date of such Registration Statement; (ii) its officers to execute and deliver all customary documents and certificates; and (iii) its independent public accountants to provide a "cold comfort" letter in customary form (and covering such matters of the type customarily covered by a "cold comfort" letter).

(m) Listing. The Company shall use its reasonable best efforts to cause the Registrable Securities covered by the Registration Statement to be listed on each securities exchange, if any, on which the Common Shares are then listed.

(n) Due Diligence. For a reasonable period prior to the filing of a Registration Statement pursuant to this Agreement, the Company and the A-1 Series shall make available for inspection and copying by any Holder or underwriter participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other agent retained by any such Holder or underwriter, all financial and other information and books and records and pertinent corporate documents of the Company associated with the A-1 Series or of the A-1 Series, and cause the Company's and the A-1 Series' officers, directors, employees and independent accountants to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement, as will be reasonably necessary in the judgment of such persons, to conduct a reasonable investigation within the meaning of the Securities Act; provided, however, that if requested by the Company or the A-1 Series, each Holder will enter into a confidentiality agreement with the Company and the A-1 Series prior to participating in the preparation of the Registration Statement or the Company's or the A-1 Series' release or disclosure of material non-public information to such Holder.

(o) Participation. No Holder may participate in any registration hereunder which is underwritten unless such Holder agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the Holders entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or "green shoe" option requested by the managing underwriter(s); provided that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration).

(p) 10b-5 Notification. The A-1 Series shall promptly notify in writing each selling Holder and the managing underwriter of the offering in which Registrable Securities are being sold pursuant to any Registration Statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act upon discovery that, or upon the happening of an event as a result of which, any prospectus included in such Registration Statement (or amendment or supplement thereto) contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and the Company will promptly prepare a supplement or amendment to such prospectus and file it with the Commission (in any event no later than four days following notice of the occurrence of such event to each selling Holder and the managing underwriter) so that after delivery of such prospectus, as so amended or supplemented, to the purchasers of such Registrable Securities, such prospectus, as so amended or supplemented, will not contain an untrue statement or a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made.

(q) Other Approvals. The Company and the A-1 Series shall each use their respective reasonable best efforts in order to obtain all other approvals, consents, exemptions or authorizations from such governmental agencies or authorities as may be necessary to enable the Holders and underwriters to consummate the disposition of the Registrable Securities.

(r) FINRA. The Company and the A-1 Series shall each cooperate with each Holder and each underwriter participating in the disposition of such Registrable Securities and underwriters' counsel in connection with any filings required to be made with FINRA.

(s) Road Show. The Company and the A-1 Series shall each cause the appropriate officers as are requested by a managing underwriter to participate in a "road show" or similar marketing effort being conducted by such underwriter with respect to an underwritten public offering.

(t) Transfer Agent, Register and CUSIP. The Company shall provide a transfer agent and register for all Registrable Securities pursuant hereto and a CUSIP number for all such Registrable Securities, in each case, no later than the effective date of registration.

(u) Other Actions. Each of the Company and the A-1 Series shall use its reasonable best efforts to take all other actions necessary to effect the registration of the Registrable Securities contemplated hereby.

(v) Notice to Discontinue. Each Holder whose Registrable Securities are covered by a Registration Statement filed pursuant to this Agreement agrees that, upon receipt of written notice from the A-1 Series of the happening of an event of the kind described in Section 4(p), such Holder will forthwith discontinue the disposition of Registrable Securities until such Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 4(p) or until it is advised in writing by the A-1 Series that the use of the prospectus may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference into the prospectus, and, if so directed by the A-1 Series in the case of an event described in Section 4(p), such Holder will deliver to the A-1 Series (at the A-1 Series' expense) all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Securities which is current at the time of receipt of such notice. If the A-1 Series gives any such notice, the Company will extend the period during which such Registration Statement is to be maintained effective by the number of days during the period from and including the date of the giving of such notice pursuant to Section 4(p) to and including the date when the Holder will have received the copies of the supplemented or amended prospectus contemplated by, and meeting the requirements of, Section 4(p).

(w) Free Writing Prospectuses. Each Holder agrees that, unless it obtains the prior consent of the A-1 Series and any managing underwriter, it will not make any offer relating to the Registrable Securities that would constitute an "issuer free writing prospectus," as defined in Rule 433 under the Securities Act (an "Issuer Free Writing Prospectus"), or that would otherwise constitute a "free writing prospectus," as defined in Rule 405 under the Securities Act, required to be filed with the Commission.

5.Registration Expenses. The A-1 Series shall bear all expenses incurred in connection with the performance of its or the Company's obligations under this Agreement (except as otherwise provided in the proviso to this Section 5) (collectively, "Registration Expenses"); provided, however, that Registration Expenses shall not include (i) underwriting or sales fees, discounts and commissions, (ii) any fees, expenses and disbursements of legal counsel to any Holder, and (iii) any transfer taxes relating to the sale or disposition of the Registerable Shares by any Holder.

6.Certain Limitations on Registration Rights. No Holder may participate in any Registration Statement hereunder unless such Holder completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of underwriting arrangements which are entered into in connection with such Registration Statement and agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting agreement approved by the Holder or Holders entitled hereunder to approve such arrangements.

7.Indemnification.

(a)Indemnification by the A-1 Series. The A-1 Series shall, notwithstanding termination of this Agreement, indemnify and hold harmless to the full extent permitted by applicable law, each of the Holders named in any Registration Statement filed pursuant to this Agreement and the officers and directors of such Holders and each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which such Holder or such other Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the A-1 Series to any such Holder, or any Issuer Free Writing Prospectus related to such registration, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, in any such case, the A-1 Series shall reimburse such Holder for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the A-1 Series shall not be required to indemnify any such person pursuant to this Section 7(a) to the extent that any such loss, claim, damage or liability (or actions in respect thereof) arises out of or is based upon (i) fraud or dishonesty or an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, or preliminary, final or summary prospectus, or Issuer Free Writing Prospectus, or amendment or supplement thereto, that was furnished in writing to the A-1 Series by such Person expressly for inclusion in the Registration Statement, or preliminary, final or summary prospectus, or Issuer Free Writing Prospectus, or amendment or supplement thereto, or (ii) the use by any such Person of a prospectus in violation of any stop order or other suspension of the Registration Statement of which the A-1 Series made the Holder or other holder of Registrable Securities aware in writing.

(b)Indemnification by Holders. Each Holder of Registrable Securities included in any Registration Statement filed pursuant to this Agreement shall, notwithstanding termination of this Agreement, severally and not jointly, (i) indemnify and hold harmless the A-1 Series, the Company, the Company's officers and directors, each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and all other Holders against any losses, claims, damages or liabilities to which the A-1 Series, the Company, the Company's officers or directors, such controlling persons or such other Holders may become subject under the Securities Act, the Exchange Act, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any preliminary, final or summary prospectus contained therein or furnished by the A-1 Series to any such Holder, or any Issuer Free Writing Prospectus related to such registration, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was furnished in writing to the A-1 Series by such Holder expressly for inclusion in the Registration Statement, or preliminary, final or summary prospectus, or Issuer Free Writing Prospectus, or amendment or supplement thereto, and (ii) reimburse the A-1 Series for any legal or other expenses reasonably incurred by the A-1 Series in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Holder shall be required to undertake liability to any Person under this Section 7(b) for any amounts in excess of the dollar amount of the net proceeds actually received by such Holder from the sale of such Holder's Registrable Securities pursuant to such Registration Statement and such undertaking shall be several, not joint and several, among such Holders.

(c)Indemnification Procedures. Promptly after receipt by an indemnified party under Section 7(a) or 7(b) hereof of written notice of the commencement of any action or threat thereof, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of or contemplated by this Section 7, notify such indemnifying party in writing of the commencement of such action or threat; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party other than under the indemnification provisions of or contemplated by Section 7(a) or 7(b) hereof and unless and to the extent such indemnifying party is materially prejudiced by such failure. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation; provided, that if any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party without such indemnified party's prior written consent (but, without such consent, shall have the right to participate therein with counsel of its choice). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless, in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which case the conflicting indemnified parties shall have a right to retain one separate counsel, chosen by the holders of a majority of the Registrable Securities included in the registration, at the expense of the indemnifying party. Such indemnifying party shall not enter into any settlement with a party unless such settlement (i) includes an unconditional release of each indemnified party with respect to any and all claims against each indemnified party and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party or commit any indemnified party to take or refrain from taking any action. An indemnified party shall not enter into any settlement without the consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed.

(d)Contribution if Indemnification Against Public Policy. Each party hereto agrees that, if an indemnification provision contemplated by Section 7(a) or 7(b) is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 7(d) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 7(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the foregoing, the liability of any Holder hereunder this Section 7(d) shall be limited to the amount of net proceeds received by such Holder in the offering giving rise to such liability, less any amounts paid pursuant to Section 7(b). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders' obligations in this Section 7(d) to contribute shall be several in proportion to the principal amount of Registrable Securities registered by them severally and not jointly.

(e)Obligations Not Exclusive. The obligations of the Holders contemplated by this Section 7 shall be in addition to any liability which the respective Holder may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Securities Act.

8.Miscellaneous.

(a)Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departure from the provisions hereof may not be given, unless the Company and the A-1 Series have obtained the written consent of the Holders holding a majority of the Registrable Securities then outstanding (determined as if all of the OP Units held by any Holder have been exchanged for Registrable Securities); provided, however, that the consent of the Holders shall not be required to include as a party hereto any transferee of OP Units from a Holder in connection with a Transfer of OP Units, as contemplated by Section 8(e).

(b)Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties in respect of its subject matters and supersedes all prior understandings, agreements, or representations by or among the parties, written or oral, to the extent they relate in any way to the subject matter hereof. Except as expressly contemplated hereby, there are no third party beneficiaries having rights under or with respect to this Agreement.

(c)Term and Termination. This Agreement may be terminated at any time by an instrument in writing signed by all of the parties hereto. This Agreement shall terminate automatically as to any Holder that no longer holds OP Units or Registrable Securities; provided, however, that such Holder's lockup agreement obligations under Section 3(a) and indemnification and contribution obligations under Section 7 shall survive any such termination. The Company and the A-1 Series shall have no further obligations pursuant to this Agreement at such time as the Holders no longer hold any OP Units and no Registrable Securities are outstanding; provided, however, that the A-1 Series' indemnification and contribution obligations under Section 7 shall survive any such termination.

(d)Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, e-mail, or air courier guaranteeing overnight delivery:

(i)if by the Company to Lincoln Street Holdings, as set forth below:

Lincoln Street Holdings, LLC

[_____________]

, or to such address that such Holder may subsequently notify the Company in writing

(ii)if by the Company to any other Holder, then to the address set forth in such Holder's joinder in the form attached hereto as Exhibit A, as applicable, or to such address that such Holder may subsequently notify the Company in writing,

(iii)if by a Holder to the Company, as set forth below:

c/o ETRE Financial, LLC

44 Wall Street

New York, New York 10005

with a copy (which shall not constitute notice) to:

Clifford Chance US LLP

31 West 52^nd Street

New York, New York 10019

Attention: Jay L. Bernstein and Per B. Chilstrom

Facsimile No.: (212) 878-8375

Telephone No.: (212) 878-8000

All such notices and communications shall be deemed to have been duly given when delivered by hand, if personally delivered; five Business Days after being deposited in the United States mail, if being mailed by first class mail; two Business Days after being delivered via a next-day air courier; when receipt is acknowledged by the recipient's fax machine, if faxed; and on the date sent by e-mail (with confirmation of delivery) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient.

(e)Successors and Assigns; Assignment.

(i)This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective permitted assigns.

(ii)Upon compliance with the provisions of the OP Agreement, the rights, interests and obligations hereunder may be transferred with a Transfer of the OP Units so long as the transferee agrees in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument substantially in the form attached hereto as Exhibit A.

(iii)Neither the Company nor the A-1 Series may assign any of its respective obligations, rights or interests hereunder without the prior written consent of the Holders representing a majority of the Registrable Securities then outstanding (determined as if all of the OP Units held by any Holder have been exchanged for Registrable Securities).

(f)Submission to Jurisdiction; No Jury Trial. (i) Each party submits to the jurisdiction of any state or federal court sitting in New York, New York in any action arising out of or relating to this Agreement and agrees that all claims in respect of the action may be heard and determined in any such court. Each party agrees that a final judgment in any action so brought will be conclusive and may be enforced by action on the judgment or in any other manner provided at law or in equity. Each party waives any defense of inconvenient forum to the maintenance of any action so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto.

(i)THE PARTIES EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS. The scope of this waiver is intended to be all encompassing of any and all action that may be filed in any court and that relate to the subject matter of the transactions contemplated hereby, including, contract claims, tort claims, breach of duty claims and all other common law and statutory claims. The parties each acknowledge that this waiver is a material inducement to enter into a business relationship and that they will continue to rely on the waiver in their related future dealings. Each party further represents and warrants that it has reviewed this waiver with its legal counsel, and that each knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. In the event of an action, this Agreement may be filed as a written consent to trial by a court.

(g)Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(h)Governing Law. This Agreement shall be governed by the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the law of any jurisdiction other than the State of New York.

(i)Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(j)Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement. Any reference to any federal or state law will be deemed also to refer to law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The word "including" means "including without limitation." Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words "this Agreement," "herein," "hereof," "hereby," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties intend that each representation, warranty, and covenant contained herein will have independent significance. If any party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached will not detract from or mitigate the fact that the party is in breach of the first representation, warranty, or covenant.

(k)Severability. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

[REST OF PAGE DELIBERATELY LEFT BLANK]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

ETRE REIT, LLC, with respect to itself


By:	____________________

Name: Paul Frischer

Title: President and Chief Executive Officer

ETRE REIT, LLC, with respect to SERIES A-1, a separate series thereof


By:	____________________

Name: Paul Frischer

Title: President and Chief Executive Officer

LINCOLN STREET HOLDINGS, LLC

By: _____________________

Name:

Title:

EXHIBIT A

JOINDER TO REGISTRATION RIGHTS AGREEMENT

This Joinder Agreement (this "Joinder Agreement") is made as of the date written below by the undersigned (the "Joining Party") in accordance with the Registration Rights Agreement dated as of [•] (the "Registration Rights Agreement") among ETRE REIT, LLC, a Delaware series limited liability company, with respect to itself and to Series A-1, a separate series thereof, and Lincoln Street Holdings, LLC, as the same may be amended from time to time. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Registration Rights Agreement.

The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, the Joining Party shall be deemed to be a party to the Registration Rights Agreement as of the date hereof and shall have all of the rights and obligations of a "Holder" thereunder. The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Registration Rights Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date written below.

Date: ___________ ___, ______

[NAME OF JOINING PARTY]

By: ________________

Name:

Title:

Address for Notices:

[LETTERHEAD OF CLIFFORD CHANCE US LLP]

July 20, 2015

ETRE REIT, LLC

c/o ETRE Financial, LLC

44 Wall Street

New York, New York 10005

Ladies and Gentlemen:

We have acted as counsel to ETRE REIT, LLC (the "Company") in connection with the offer and sale by the Company of its Series A-1 common shares representing limited liability company interests of Series A-1 of the Company (the "Common Shares"). The Common Shares are being sold pursuant to the Company’s Registration Statement on Form S-11 (File No. 333-194106) (together with any amendments thereto, the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act").

In rendering the opinion expressed below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such company records, documents, certificates and other instruments as in our judgment are necessary or appropriate. As to factual matters relevant to the opinion set forth below, we have, with your permission, relied upon certificates of officers of the Company and public officials.

Based on the foregoing, and such other examination of law as we have deemed necessary, we are of the opinion that the Common Shares have been duly and validly authorized and, when issued and sold in the manner contemplated by the prospectus for the offering of Common Shares included in the Registration Statement, such Common Shares will be validly issued and fully paid and holders of the Common Shares will have no obligation to make payments or contributions to the Company or its creditors solely by reason of their ownership of the Common Shares.

The opinion set forth in this letter relates only to the Delaware Limited Liability Company Act. We express no opinion as to the laws of another jurisdiction and we assume no responsibility for the applicability or effect of the law of any other jurisdiction.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption "Legal Matters" in the prospectus, which is a part of the Registration Statement. In giving this consent, we do not concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Clifford Chance US LLP

[LETTERHEAD OF CLIFFORD CHANCE US LLP]

July 20, 2015

ETRE REIT, LLC

44 Wall Street

New York, NY 10005


Re:	REIT Qualification of ETRE REIT, LLC, Series A-1

Ladies and Gentlemen:

We have acted as counsel to ETRE REIT, LLC, a Delaware series limited liability company (the “Company”), in connection with the offering by Series A-1 of the Company (the “A-1 Series”) of limited liability company interests of the A-1 Series (the “Series A-1 Common Shares”) pursuant to the Company’s Registration Statement on Form S-11 as of the date hereof filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (together with any amendments thereto, the “Registration Statement”). Except as otherwise indicated, capitalized terms used in this opinion letter have the meanings given to them in the Registration Statement.

In rendering the opinions expressed herein, we have examined and, with your permission, relied on the following items:

1. the Amended and Restated Limited Liability Company Agreement of the Company;

2. the Amended and Restated Limited Partnership Agreement of ETRE Property A-1, L.P. (the “Property LP”);

3. the Bylaws of the Company;

4. a Certificate of Representations, (the “Company Certificate of Representations”) dated as of the date hereof, provided to us by the Company, the A-1 Series and ETRE Asset Management, LLC, a Delaware limited liability company (the “Administrative Agent”);

5. a Certificate of Representations, (the “Asset Manager Certificate of Representations”) dated as of the date hereof, provided to us by FPG Lincoln Manager, LLC (the “Asset Manager”);

6. the Registration Statement; and

7. such other documents, records and instruments as we have deemed necessary in order to enable us to render the opinion referred to in this letter.

In our examination of the foregoing documents, we have assumed, with your consent, that (i) all documents reviewed by us are original documents, or true and accurate copies of original documents and have not been subsequently amended, (ii) the signatures of each original document are genuine, (iii) all representations and statements set forth in such documents are true and correct, (iv) all obligations imposed by any such documents on the parties thereto have been performed or satisfied in accordance with their terms, and (v) the Company, the A-1 Series and all future Series at all times will operate in accordance with the method of operation described in the Company’s organizational documents, the Registration Statement, the Company Certificate of Representations and the Asset Manager Certificate of Representations. As of the date hereof, we are not aware of any facts inconsistent with the statements in the organizational documents, the Registration Statement, the Company Certificate of Representations or the Asset Manager Certificate of Representations.

For purposes of rendering the opinions stated below, we have assumed, with your consent, the accuracy of the representations contained in the Company Certificate of Representations provided to us by the Company, the A-1 Series and the Administrative Agent and the Asset Manager Certificate of Representations provided to us by the Asset Manager, and that each representation contained in each such Certificate of Representations to the best of the Company’s, the A-1 Series’, the Administrative Agent’s or the Asset Manager’s knowledge or belief, as applicable, is accurate and complete without regard to such qualification as to the best of such entity’s knowledge or belief. These representations generally relate to the organization and proposed method of operation of the Company, the A-1 Series and all future Series. Furthermore, notwithstanding that certain representations set forth in the Asset Manager Certificate of Representations are statements of the Asset Manager’s intent, we have assumed, with your consent, that the Asset Manager shall successfully operate the Property LP in accordance with such intent.

Based upon, subject to, and limited by the assumptions and qualifications set forth herein, we are of the opinion that:

1. Commencing with its taxable year ending December 31, 2015, the A-1 Series has been organized in conformity with the requirements for qualification as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), and its proposed method of operation as described in the Registration Statement and as set forth in the Company Certificate of Representations and the Asset Manager Certificate of Representations will enable the A-1 Series to meet the requirements for qualification as a REIT under the Code; and,

2. The statements in the Registration Statement under the caption “U.S. Federal Income Tax Considerations,” to the extent they describe applicable U.S. federal income tax law, are true and correct in all material respects.

The opinions set forth in this letter are based on relevant provisions of the Code, Treasury Regulations promulgated thereunder, interpretations of the foregoing as expressed in court decisions, legislative history, and existing administrative rulings and practices of the Internal Revenue Service (“IRS”) (including its practices and policies in issuing private letter rulings, which are not binding on the IRS except with respect to a taxpayer that receives such a ruling), all as of the date hereof. These provisions and interpretations are subject to change, which may or may not be retroactive in effect, and which may result in modifications of our opinions. Our opinions do not foreclose the possibility of a contrary determination by the IRS or a court of competent jurisdiction, or of a contrary determination by the IRS or the Treasury Department in regulations or rulings issued in the future. In this regard, an opinion of counsel with respect to an issue represents counsel’s best professional judgment with respect to the outcome on the merits with respect to such issue, if such issue were to be litigated, but an opinion is not binding on the IRS or the courts and is not a guarantee that the IRS will not assert a contrary position with respect to such issue or that a court will not sustain such a position asserted by the IRS.

The opinions set forth above represent our conclusions based upon the documents, facts, representations and assumptions referred to above. Any material amendments to such documents, changes in any significant facts or inaccuracy of such representations or assumptions could affect the opinions referred to herein. Moreover, the A-1 Series’ ability to meet the requirements for qualification as a REIT for any taxable year depends upon the ability of the A-1 Series to meet, through actual annual operating results, requirements under the Code regarding gross income, assets, distributions and diversity of stock ownership. We have not undertaken to review the A-1 Series’ compliance with these requirements on a continuing basis. Accordingly, no assurance can be given that the actual results of the A-1 Series’ operations for any single taxable year will satisfy the tests necessary to qualify as or be taxed as a REIT under the Code. Although we have made such inquiries and performed such investigations as we have deemed necessary to fulfill our professional responsibilities as counsel, we have not undertaken an independent investigation of all of the facts referred to in this letter, the Company Certificate of Representations or the Asset Manager Certificate of Representations.

The opinions set forth in this letter are: (i) limited to those matters expressly covered and no opinion is expressed in respect of any other matter; (ii) as of the date hereof; and (iii) rendered by us at the request of the Company. We hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement and to the references therein to us. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC promulgated thereunder.

Very truly yours,

/s/ Clifford Chance US LLP

Exhibit 10.15

FORM OF SUBSCRIPTION AGREEMENT

Board of Directors

ETRE REIT, LLC

44 Wall Street

New York, New York 10005

[ ], 2015

Ladies and Gentlemen:

In connection with a proposed purchase from ETRE REIT, LLC (the "Company") of shares of limited liability company interests of Series A-1 (the "A-1 Series") of the Company (the "Common Shares"), ETRE Asset Management, LLC (the "Investor") hereby confirms, certifies and agrees as follows:


I.	Irrevocable Subscription for Shares


A.	The Investor irrevocably subscribes for and agrees to purchase from the Company 33,333 Common Shares (the "Shares") at price per Share equal to the public offering price per Common Share to be paid by investors in the Company's initial public offering of the Common Shares (the "IPO"). The Investor agrees to and understands the terms and conditions upon which the Shares are being offered.

The Investor understands and agrees that the Company reserves the right to accept or reject the Investor's subscription for the Shares for any reason or for no reason, in whole or in part, at any time prior to its acceptance by the Company, and the same shall be deemed to be accepted by the Company only when this Subscription Agreement is signed by a duly authorized person by or on behalf of the Company. In the event of rejection of the entire subscription, the Investor's Subscription Amount will be returned promptly to the Investor along with this Subscription Agreement, and this Subscription Agreement shall have no force or effect.


II.	Payment by the Investor and Issuance of Shares

Concurrently with the closing of the sale by the Company of Common Shares in the IPO, the Investor will pay the Subscription Amount, representing payment in full for the Shares by the Investor pursuant to this Subscription Agreement, and the Company will issue the Shares to and in the name of the Investor in the account designated by the Investor.


III.	Representations and Covenants of the Investor

The Investor understands that the Shares are being sold in reliance upon the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D thereunder for transactions involving limited offers and sales, and the Investor makes the following representations, declarations and warranties:

The Investor is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act, as noted on Attachment A entitled "Eligibility Representations of the Investor" following the signature page to this Subscription Agreement. The Investor fully understands that the Shares are being offered in a transaction not involving any public offering within the United States within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be sold except in accordance with the Securities Act (a) pursuant to a registration statement that has been declared effective under the Securities Act; or (b) pursuant to an available exemption from the registration requirements of the Securities Act. The Investor understands that the registrar and transfer agent for the Shares will not be required to accept for registration or transfer any Shares acquired by the Investor except upon presentation of evidence, satisfactory to the Company and the transfer agent, that the proposed transfer complies with the foregoing. The Investor further understands that any certificates representing Shares acquired by the Investor will bear a legend reflecting the substance of this paragraph.

The Investor has consulted with, as deemed appropriate, its attorneys, accountants or investment advisors with respect to the investment contemplated hereby and its suitability for the Investor. The Investor acknowledges that in making a decision to subscribe for the Shares the Investor has relied solely upon the independent investigations made by the Investor. The Investor is aware and acknowledges that the Company has been recently formed and has no operating history. The Investor's investment in the Shares is consistent with the investment purposes and objectives and cash flow requirements of the Investor and will not adversely affect the Investor's overall need for diversification and liquidity.

The Investor has received such information as the Investor deems necessary in order to make an investment decision with respect to the Shares. The Investor represents and agrees that prior to the Investor's agreement to purchase the Shares, the Investor and the Investor's advisors, if any, have asked such questions, received such answers and obtained such information as the Investor deemed relevant to making an investment in the Shares. The Investor became aware of the offering of the Shares solely by means of direct contact between the Investor and the Company. The Investor did not become aware of, nor were the Shares offered to the Investor by, any other means including, in each case, by any form of general solicitation or general advertising. In making the decision to purchase the Shares, the Investor relied solely on information obtained by the Investor directly from the Company as a result of any inquiries by the Investor.

The Investor has such knowledge and experience in financial and business matters so that the Investor is capable of evaluating the merits and risks of the Investor's investment in the Shares and is able to bear such risks and has obtained, in the Investor's judgment, sufficient information from the Company or its authorized representative to evaluate the merits and risks of such investment. The Investor has evaluated the risks of investing in the Shares and has determined that the Shares are a suitable investment for the Investor.


E.	The Investor is acquiring the Shares subscribed for herein for its own account and not for the account of others, for investment purposes only and not with a view to distribute or resell such Shares in whole or in part.


F.	The Investor agrees and is aware that no federal or state agency has passed upon the Shares or made any findings or determination as to the fairness of this investment.


G.	The Investor understands that there is no established market for the Shares and that no public market for the Shares may develop.

The Investor is duly organized, validly existing and in good standing under the laws of the State of Delaware. The Investor has the requisite power and authority, corporate or otherwise, to enter into and perform this Subscription Agreement. The execution, delivery and performance of this Subscription Agreement by Investor and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary company action. This Subscription Agreement has been duly and validly executed and delivered by the Investor, and the execution, delivery and performance by the Investor of this Subscription Agreement will not constitute or result in a violation of the organizational documents of the Investor or a breach of or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency or with any agreement or other undertaking to which the Investor is a party or by which the Investor is bound. This Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

The Investor represents that neither it nor, to its knowledge, any person or entity controlling, controlled by or under common control with it, nor any person having a beneficial interest in it, nor any person on whose behalf the Investor is acting: (i) is a person listed in the Annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism); (ii) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (iii) is a non-U.S. shell bank or is providing banking services indirectly to a non-U.S. shell bank; (iv) is a senior non-U.S. political figure or an immediate family member or close associate of such figure; or (v) is otherwise prohibited from investing in the Company pursuant to applicable U.S. anti-money laundering, anti-terrorist and asset control laws, regulations, rules or orders (categories (i) through (v), each a "Prohibited Investor"). The Investor agrees to provide the Company, promptly upon request, all information that the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti-money laundering, anti-terrorist and asset control laws, regulations, rules and orders. The Investor consents to the disclosure to U.S. regulators and law enforcement authorities by the Company and its affiliates and agents of such information about the Investor as the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti-money laundering, anti-terrorist and asset control laws, regulations, rules and orders. The Investor acknowledges that if, following its investment in the Company, the Company reasonably believes that the Investor is a Prohibited Investor or is otherwise engaged in suspicious activity or refuses to provide promptly information that the Company requests, the Company has the right or may be obligated to prohibit additional investments, segregate the assets constituting the investment in accordance with applicable regulations or immediately require the Investor to transfer the Shares. The Investor further acknowledges that the Investor will have no claim against the Company or any of its affiliates or agents for any form of damages as a result of any of the foregoing actions.

The Investor hereby (i) acknowledges that the Company and others will rely upon the Investor's confirmations, acknowledgments, agreements and binding commitment to purchase Shares, (ii) agrees that the Company is entitled to rely upon this agreement and the terms, representations and warranties hereof; and (iii) authorizes the Company to produce this Agreement or a copy hereof to an interested party in any administrative or legal proceeding or official inquiry with respect to the matter covered hereby.


IV.	Certain Covenants of the Company and the A-1 Series


A.	Registration.

Filing After S-3 Eligibility. At any time following such time as the Company shall have qualified for the use of a registration statement on Form S-3 (or any successor form to Form S-3) promulgated under the Securities Act, if the Investor in good faith believes it is not able to sell all of the Shares then held by it pursuant to Rule 144 (or any successor rule) under the Securities Act without the requirement for the Company to be in compliance with the current public information required thereunder and without any volume restrictions, manner of sale requirements or notice requirements set forth in such Rule, the Company shall file as promptly as practicable, and use its reasonable efforts to have declared effective as promptly as practicable, a secondary only registration statement on Form S-3 (or any successor form to Form S-3) promulgated under the Securities Act, registering the resale of such Shares by the Investor (the “Registration Statement”). The Company shall use its reasonable efforts to cause the Registration Statement to become and remain effective until the date on which the Investor has disposed of all of the Shares. The Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement, including furnishing to the Company such information regarding itself, the Shares held by it and the intended method of disposition of the Shares held by it as shall be reasonably required to effect the effectiveness of the registration of such Shares.


2.	Limitations. The registration rights granted to the Investor in Section IV(A) are subject to the following limitations:


a.	The Company shall not be required to file any Registration Statement during any time the Company is subject to the 180 day lock-up period set forth in the underwriting agreement to be entered into by the Company, the A-1 Series and the Investor with the representatives of the underwriters in connection with the IPO.

The Company shall not be required to file any Registration Statement or cause any Registration Statement to become effective during the seven days prior to and during the 90-day period beginning on the effective date of any underwritten demand registration effected pursuant to the registration rights agreement to be entered into by the Company and the A-1 Series with Lincoln Street Holdings, LLC in connection with the IPO.

The Company shall be entitled to a single postponement for a reasonable time, not exceeding 10 days, of the filing of the Registration Statement or its efforts to cause the Registration Statement to become effective if at the time the right to delay is exercised, the Company shall determine in good faith that such offering would interfere with any acquisition, financing or other transaction which the Company or the A-1 Series is actively pursuing and is material to the Company or the A-1 Series or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company or the A-1 Series; and

Notwithstanding the foregoing, the Company by notice to the Investor may postpone all sales under the Registration Statement for a reasonable time, not exceeding 30 days, if the Company shall determine in good faith that permitting such sales would interfere in any material respect with any material acquisition, financing or other transaction which the Company or the A-1 Series is actively pursuing or require premature disclosure (if the Company or the A-1 Series is so advised by its legal counsel) of any other material corporate development or event, which disclosure the Company believes would adversely affect the interests of the Company or the A-1 Series; provided that the Company may not implement more than one such postponement.

Any registration rights applicable to the Shares shall also apply to any shares of the Company issued or issuable with respect to the Shares as a result of any share split, share dividend, recapitalization, exchange or similar event or otherwise.


B.	The Company and the A-1 Series shall undertake any additional actions reasonably necessary to maintain the availability of and facilitate a disposition by the Investor of the Shares pursuant to any Registration Statement filed pursuant to Section IV hereof.


V.	General

Indemnification by the Investor. The Investor agrees to indemnify and hold harmless the A-1 Series, the Company, and the Company's directors, executive officers and each other person, if any, who control or are controlled by the Company, within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, from and against any and all loss, liability, claim, damage and expense whatsoever (including, without limitation, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon (a) any false, misleading or incomplete representation, declaration or warranty or breach or failure by the Investor to comply with any covenant or agreement made by the Investor in this Subscription Agreement or (b) any action for securities law violations by the Investor arising out of the foregoing.

Indemnification by the A-1 Series. The A-1 Series agrees to indemnify and hold harmless the Investor and its directors, executive officers and each other person, if any, who control or are controlled by the Investor, within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, from and against any and all loss, liability, claim, damage and expense whatsoever (including, without limitation, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) (“Losses”) arising out of or based upon, to the extent the Company is obligated to file a Registration Statement pursuant to Section IV(A), (i) any untrue statement of a material fact contained in the Registration Statement or any post-effective amendment thereto, or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or any omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) any untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the Securities and Exchange Commission), or any omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section V(B) shall not apply to Losses incurred by an indemnified person arising out of or based upon any untrue statement of a material fact or any omission to state a material fact, in each case to the extent, and only to the extent, that such untrue statement or omission occurs in reliance upon and in conformity with written information furnished to the Company by such indemnified person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof, any such preliminary prospectus or any such final prospectus or any such amendment thereof or supplement thereto.

Contribution by the A-1 Series. To the extent any indemnification by the A-1 Series is prohibited or limited by law, the A-1 Series agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section V(B) to the fullest extent permitted by law; provided, however, that no person involved in the sale of Shares who is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to contribution from the A-1 Series involved in such sale of Shares who was not guilty of fraudulent misrepresentation.

Severability. If any provision of this Subscription Agreement is invalid or unenforceable under any applicable law, then such provision shall be deemed inoperative to the extent that it may conflict therewith. Any provision hereof which may be held invalid or unenforceable under any applicable law shall not affect the validity or enforceability of any other provisions hereof, and to this extent the provisions hereof, shall be severable.


E.	Binding Effect. This Subscription Agreement shall be binding upon the Investor and the heirs, personal representatives, successors and assigns of the Investor.


F.	Transferability. Neither this Subscription Agreement nor any rights which may accrue to an Investor hereunder may be transferred or assigned.

Acknowledgement. The Investor understands and acknowledges that the Investor is purchasing the Shares from the Company and not any other entity or individual. The Investor is aware and agrees that no entity or individual, other than the Company and the A-1 Series, made any representations, declarations or warranties to the Investor regarding the A-1 Series, the Company or the Company's offering of the Shares. The Investor further acknowledges and agrees that no entity or individual, other than the Company, made any offer to sell, or solicited any offer to buy, any of the Shares that the Investor proposes to acquire from the Company hereunder.


H.	Choice of Law. Notwithstanding the place where this Subscription Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of New York, without regard to principles of conflicts of law.


VI.	Additional Information and Subsequent Changes in the Foregoing Representations

The Company and the A-1 Series may request from the Investor such additional information as the Company and the A-1 Series may deem necessary to evaluate the eligibility of the Investor to acquire the Shares, and may request from time to time such information as the Company and the A-1 Series may deem necessary to determine the eligibility of the Investor to hold the Shares or to enable the Company and the A-1 Series to determine the Company's or the A-1 Series' compliance with applicable regulatory requirements or tax status, and the Investor shall provide such information as may reasonably be requested. The Investor agrees to notify the Company and the A-1 Series promptly if there is any change with respect to any of the information, representations or certifications herein or in Exhibit A hereto and to provide the Company and the A-1 Series with such further information as the Company and the A-1 Series may reasonably require.

[Remainder of this Page Has Been Intentionally Left Blank]

Very truly yours,


Date: __________________, 2015	ETRE Asset Management, LLC

By: _____________________

Name:

Title:

Subscription Amount: $500,000

Accepted as of the ____ day of ______________, 2015:

ETRE REIT, LLC

By: _____________________

Name:

Title:

ETRE REIT, LLC, with respect to the SERIES A-1, a separate series thereof

By: _____________________

Name:

Title:

Signature Page to Subscription Agreement

Attachment A

ELIGIBILITY REPRESENTATIONS OF THE INVESTOR


A	ACCREDITED INVESTOR STATUS FOR ENTITIES

(Please check the applicable subparagraphs):

¨ The undersigned is: a bank as defined in Section 3(a)(2) of the Securities Act acting in its individual or fiduciary capacity; a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in section 2(a)(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 (the "Investment Company Act") or a business development company as defined in Section 2(a)(48) of the Investment Company Act; 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; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 ("ERISA") and (i) the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company or registered investment adviser, or (ii) the employee benefit plan has total assets in excess of $5,000,000, or (iii) the employee benefit plan is self-directed and its investment decisions are made solely by persons that are accredited investors (within the meaning of Rule 501(a) under the Securities Act); 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, and such plan has total assets in excess of $5,000,000.


2.	¨ The undersigned is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.


3.	¨ The undersigned is an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000.


4.	¨ The undersigned is a trust with total assets in excess of $5,000,000, that was not formed for the specific purpose of acquiring the Shares and whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of investing in the Company.


5.	¨ The undersigned is an entity in which all of the equity owners are accredited investors (within the meaning of Rule 501(a) under the Securities Act).